Common use of Representations and Indemnifications Clause in Contracts

Representations and Indemnifications. (a) GT represents and warrants that it has the right to license the Software and that the Software does not infringe any patent, copyright or other proprietary right of any third party. GT shall defend, indemnify and hold Licensee harmless from and against any and all claims, demands, causes of action, liabilities, damages, fines, penalties and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the Software’s alleged infringement of any patent, copyright or other proprietary right of any third party. (b) Licensee acknowledges and agrees that the Software constitutes sophisticated, computer-aided engineering tools which are approximate in nature and depend on a high degree of end-user engineering experience, training and skills to produce accurate design trends. Licensee represents and warrants that the persons using the Software possess, and will continue to possess, all required experience, training and skills. Licensee shall defend, indemnify and hold GT harmless from and against any and all claims, demands, causes of action, liabilities, damages, fines, penalties and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to Licensee’s use of the Software and the utilization of the results thereby generated. (c) Licensee represents (i) that it is not, nor is it owned or controlled by, a person or entity appearing on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals or Consolidated Sanctions lists, or the U.S. Department of Commerce’s Bureau of Industry & Security’s Denied Persons, Entity, or Unverified Lists; (ii) that it will not use in or for the benefit of, or transfer the software to, any location (including Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine), person, or entity that is subject to sanctions or a denial of export privileges administered by the United States or any other authority having jurisdiction over Licensee’s activities; (iii) that it will not use nor facilitate use of the software in any manner that would cause a violation of 15 C.F.R. § 744.3 (imposing certain restrictions relating to rocket, ballistic missile, space launch, and unmanned air vehicle activities), or other applicable law; and (iv) that, if any representation in this paragraph shall cease to be accurate during any time when this license is in effect, Licensee shall promptly notify GT and stop using the software.

Representations and Indemnifications. (a) If Licensee receives a notice or claim that its usage of the Software infringes the copyright or intellectual property rights of a third party, Licensee shall inform GT represents within ten (10) days from the receipt of such notice or claim. Licensee shall fully cooperate with GT and warrants that it has Software Owner for the defense of such claim and grant the right to license for final decision with the Software and that the Software does not infringe any patent, copyright or other proprietary right of any third partyOwner. GT shall defendbear the costs in connection with such defense. Notwithstanding the preceding term, indemnify and hold neither GT nor the Software Owner shall be liable for any costs or responsibilities if Licensee harmless from and against any and all claims, demands, causes has utilized the Software in contravention of action, liabilities, damages, fines, penalties and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the Software’s alleged infringement of any patent, copyright or other proprietary right of any third partythis Agreement. (b) Licensee acknowledges and agrees that the Software constitutes sophisticated, computer-aided engineering tools which are approximate in nature and depend on a high degree of end-user engineering experience, training and skills to produce accurate design trends. Licensee represents and warrants that the persons using the Software possess, and will continue to possess, all required experience, training training, and skills. Licensee shall defend, indemnify indemnify, and hold GT harmless from and against any and all claims, demands, causes of action, liabilities, damages, fines, penalties and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to Licensee’s use of the Software and the utilization of the results thereby generated. (c) Licensee represents (i) that it is not, nor is it owned or controlled by, a person or entity appearing on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals or Consolidated Sanctions lists, or the U.S. Department of Commerce’s Bureau of Industry & Security’s Denied Persons, Entity, or Unverified Lists; (ii) that it will not use in or for the benefit of, or transfer the software to, any location (including Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine), person, or entity that is subject to sanctions or a denial of export privileges administered by the United States or any other authority having jurisdiction over Licensee’s activities; (iii) that it will not use nor facilitate use of the software in any manner that would cause a violation of 15 C.F.R. § 744.3 (imposing certain restrictions relating to rocket, ballistic missile, space launch, and unmanned air vehicle activities), or other applicable law; and (iv) that, if any representation in this paragraph shall cease to be accurate during any time when this license is in effect, Licensee shall promptly notify GT and stop using the software.