Common use of Unisphere Clause in Contracts

Unisphere. agrees to indemnify and hold Siemens harmless from and against all valid claims and judicial or governmental determinations that the Products as delivered by Unisphere under this Agreement infringe or misappropriate any patent right, copyright, trade secret, or trademark. Unisphere shall assume the defense of any such claim of infringement or misappropriation brought against Siemens by counsel retained at Unisphere's own expense, provided that Siemens promptly notifies Unisphere in writing of such claim or the commencement of any such suit, action, proceeding or threat covered by this Article. Unisphere shall maintain sole and exclusive control of the defense and settlement of any such claim and Siemens shall cooperate in the defense and/or settlement of such claim. In no event shall Siemens consent to any judgment or decree or do any other act in compromise of any such claim without first obtaining Unisphere's written consent, in Unisphere's sole discretion.