Add intellectual property indemnity
Add as Section 6.3:
“(a) Provider will indemnify, defend, and hold harmless Partner from and against any action, proceeding, or claim made by someone other than Partner or Partner’s affiliates that the Product, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses that arise from the action, proceeding, or claim.
(b) Provider is only required to protect Partner if Partner: (i) promptly notifies the Provider of the action, proceeding, or claim; (ii) provides reasonable assistance to Provider at Provider’s expense; and (iii) gives Provider sole control over the defense and settlement of the action, proceeding, or claim. However, Partner may participate with its own attorneys only at its own expense and Provider may not agree to any settlement that contains an admission of fault or otherwise materially and adversely impacts Partner without Partner’s consent.”