SOFTWARE INDEMNIFICATION Clause Samples

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to UTMB. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend UTMB against any claim that any software or documentation provided to UTMB by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to ▇▇▇▇▇ University. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend ▇▇▇▇▇ University against any claim that any software or documentation provided to ▇▇▇▇▇ University by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, ▇▇▇▇▇ University will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both ▇▇▇▇▇ University and Supplier, ▇▇▇▇▇ University may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations.

SOFTWARE INDEMNIFICATION. If Contractor will provide any software under the Agreement, Contractor warrants that it has the full right to grant this entire license to UTMB. At Contractor’s expense, Contractor shall hold harmless, indemnify, and defend UTMB against any claim that any software or documentation provided to UTMB by Contractor infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such

SOFTWARE INDEMNIFICATION. Google’s Intellectual Property Rights infringement indemnity obligations under the Agreement apply to Premium Software, and Customer’s indemnity obligations under the Agreement with respect to Customer’s use of the Services apply to Customer’s use of Premium Software. In addition to any other indemnity exclusions in the Agreement, Google’s indemnity obligations will not apply to the extent the underlying allegation arises from modifications to Premium Software not made by Google or use of versions of Premium Software that are no longer supported by Google.

SOFTWARE INDEMNIFICATION. If Contractor will provide any software under the Contract, Contractor warrants that it has the full right to grant this entire license to LIT. At Contractor’s expense, Contractor shall hold harmless, indemnify, and defend LIT against any claim that any software or documentation provided to LIT by Contractor infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, LIT will: (i) give Contractor prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Contractor to control, and will fully cooperate with Contractor in, the defense against such claim and all related negotiations. In the event such claims are raised against both LIT and Contractor, LIT may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Contractor’s obligation under this Section is conditioned upon LIT’s agreement that, if the operation of any software provided by Contractor becomes or, is likely to become, the subject of such claim, LIT shall permit Contractor, at Contractor's option and expense, to either procure the right

SOFTWARE INDEMNIFICATION. 18.1. Customer shall, at its sole expense, defend, indemnify, and hold harmless Samsung SDSA and its licensors

SOFTWARE INDEMNIFICATION. Customer shall, at its sole expense, defend, indemnify, and hold harmless MTSL and its licensors from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including attorneys’ fees and litigation expenses) that MTSL or its licensors may incur relating to or arising from (i) any modification of or addition to the Software not provided or approved in writing by MTSL, or (ii) any infringement, misappropriation, or other claim that arises from the combination of the Software with any hardware, software or data not authorized in writing by MTSL, provided that such claim would not have arisen from the use of the Software alone.

SOFTWARE INDEMNIFICATION. To the extent permitted by law, SafetyPAD agrees to indemnify and hold the Licensee and its officers, directors, employees, consultants, agents and subcontractors harmless against any and all losses, damages, liabilities, claims, demands, suits, or causes of action, including attorneys’ fees and expenses of defending against such claims demands, suits, or causes of action, resulting from (i) third-party claims for violations of patent rights or other intellectual property rights against the Licensee or its customers, arising out of the Software licensed pursuant to this Agreement, or (ii) third-party claims based on defects or non-performance of the Software, or breach of warranty, or representations made by SafetyPAD.

SOFTWARE INDEMNIFICATION. If Contractor, Vendor, Supplier will provide any software under the Contract, Contractor, Vendor, Supplier warrants that it has the full right to grant this entire license to LIT. At Contractor, Vendor, Supplier’s expense, Contractor, Vendor, Supplier shall hold harmless, indemnify, and defend LIT against any claim that any software or documentation provided to LIT by Contractor, Vendor, Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, LIT will: (i) give Contractor, Vendor, Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Contractor, Vendor, Supplier to control, and will fully cooperate with Contractor, Vendor, Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both LIT and Contractor, Vendor, Supplier, LIT may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Contractor, Vendor, Supplier’s obligation under this Section is conditioned upon LIT’s agreement that, if the operation of any software provided by Contractor, Vendor, Supplier becomes or, is likely to become, the subject of such claim, LIT shall permit Contractor, Vendor, Supplier, at Contractor, Vendor, Supplier's option and expense, to either procure the right for LIT to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Contractor, Vendor, Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Contractor, Vendor. Supplier shall refund to LIT any license fees and, if applicable, professional services or installation fees paid to Contractor, Vendor, Supplier by LIT relating to such software.