Common use of Use by Licensee Clause in Contracts

Use by Licensee. Licensee will defend and indemnify Fulcrum and its Affiliates, and their respective directors, officers, and employees (collectively “Fulcrum Indemnitees”), against any claims, liability, damages, or expenses arising out of third party claims resulting from Licensee’s use of the Licensed Technology as permitted hereunder, except for any third party claim for which Fulcrum is required to indemnify Licensee under Section 8.1(a), and will reimburse the Fulcrum Indemnitees for attorneys’ fees reasonably incurred in connection therewith. Fulcrum will promptly notify Licensee in writing of any such claim, give it authority, information, and assistance to defend such claim, and give it sole control of the defense of such claim and all negotiations for the compromise thereof.