Map Server License Agreement
(iv) in the event an bbb claim is made or filed against an bbb claimant, the bbb claimant shall promptly notify aaa of the same in writing, and aaa shall defend, compromise, and/or settle the bbb claim at its expense. aaa shall not be responsible for the expenses, including counsel fees, of the bbb claimant incurred after aaa assumes defense of the bbb claim, but the bbb claimant may participate therein and retain counsel at its own expense. aaa will not be responsible for any settlement made by bbb or any bbb claimant without aaa's written permission, which will not be unreasonably withheld or delayed. aaa will not consent to the entry of any judgment or enter into any settlement affecting the bbb claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the bbb claimant, which consent shall not be unreasonably withheld or delayed. bbb and any bbb claimant shall provide information, assistance and authority, at bbb's expense, to help aaa defend, compromise or settle such bbb claim.
(v) aaa shall indemnify and hold harmless any bbb claimant from and against any foreign, u.s. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions associated with the use by aaa of bbbmaps, including, without limitation, any state or local sales or use taxes or any value added tax or business transfer tax now or hereafter imposed on or with respect to such transactions. all such taxes (and any penalties, interest, or other additions to any such taxes), with the exception of taxes imposed on bbb's net income or with respect to bbb's property ownership, shall be the financial responsibility of aaa. aaa agrees to indemnify, defend and hold bbb harmless from any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such taxes. this section shall govern the treatment of all taxes arising as a result of or in connection with the transactions associated with the use by aaa of bbbmaps notwithstanding any other section of this agreement.
(b) bbb.
(i) bbb shall indemnify and hold harmless aaa, its affiliates and the directors, officers, employees, and agents of the foregoing (each, an 'aaa claimant'), from any and all third party claims, demands, actions or causes of action, costs, liabilities, losses, expenses, damages, judgments, awards, charges and amounts paid in settlement (including reasonable attorney's fees, costs and expert witness fees) brought against such aaa claimant to the extent it is based upon a claim that an bbb icon or the bbb updates infringe any copyright, trademark, trade dress, privacy right, publicity right or patent, or misappropriate any trade secret of a third party, or constitutes unfair competition or unfair trade practices ('aaa claims').