Common use of Intellectual Property Infringement Indemnification Clause in Contracts

Intellectual Property Infringement Indemnification. PlanetCAD agrees to hold Dassault Systemes, its subsidiaries, distributors, assignees and Affiliates, and their respective officers, directors, employees, agents, representatives and shareholders (collectively referred to in this Section as "Dassault Systemes") harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against Dassault Systemes by any third party that the use or distribution of the Server Software that is the subject of this Agreement and owned by PlanetCAD, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on: (i) Dassault Systemes giving prompt written notice to PlanetCAD of any such claim or allegation; (ii) Cooperation by Dassault Systemes with PlanetCAD in its defense against the claim; and (iii) Dassault Systemes obtaining PlanetCAD's prior written approval of any settlement, if any, by the Dassault Systemes Indemnities of such matters, such approval not to be unreasonably withheld. Notwithstanding the foregoing, PlanetCAD shall not have the obligation to indemnify Dassault Systemes for any claims of infringement based on any modification by Dassault Systemes of the Server Software, or from the combination of the Server Software with any other program, to the extent such claim would not have arisen without such combination or from use of the unmodified Server Software.