Provision Language
ARTICLE 7. INDEMNIFICATION
7.1 Indemnification. Company, Affiliates and Sublicensee(s) shall indemnify, defend with counsel reasonably acceptable to JHU and hold JHU, The Johns Hopkins Health Systems, their present and former trustees, officers, inventors of Licensed IP, agents, faculty, employees and students (“Indemnitee“) harmless as against any judgments, fees, expenses, or other costs arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought as a consequence of the practice of said inventions by any of the foregoing entities, whether or not JHU or said inventors, either jointly or severally, is named as a party defendant in any such lawsuit and whether or not JHU or the inventors are alleged to be negligent or otherwise responsible for any injuries to persons or property. Practice of the inventions covered by Licensed Product(s) and Licensed Service(s), by an Affiliate or an agent or a Sublicensee(s) or a third party on behalf of or for the account of Company or by a third party who purchases Licensed Product(s) and Licensed Service(s) from Company, shall be considered Company’s practice of said inventions for purposes of this Section. The obligation of Company to defend and indemnify as set out in this Section shall survive the termination of this Agreement, shall continue even after assignment of rights and responsibilities to an Affiliate or Sublicensee, and shall not be limited by any other limitation of liability elsewhere in this Agreement.
7.2 Indemnity Procedure. Any Indemnitee seeking indemnification under this Agreement shall promptly notify Company of any claim, demand, action or other proceeding for which such Indemnitee intends to claim such indemnification. Company shall have the right to participate in consideration by the Indemnitee of the financial aspect only of the settlement of any claim, demand, action or other proceeding, but Company may not unreasonably withhold or delay approval of the financial aspect of any settlement. The failure of the Indemnitee to deliver notice to Company within a reasonable time after actual notice of any such claim or demand, or the commencement of any such action or other proceeding, if materially prejudicial to the ability to defend such claim, demand, action or other proceeding, shall relieve Company of any liability under this Section 7 with respect thereto. Each Indemnitee, its employees and agents, shall reasonably cooperate with Company and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 7 at the expense of Company.