Common use of Client Indemnification Clause in Contracts

Client Indemnification. Client shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Client Data, or any use of the Client Data in accordance with these Terms, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Client's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider, provided that Client may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

Client Indemnification. Client shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Client Dataclient data, or any use of the Client Data client data in accordance with these Termsthis Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Client's ’s or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Termsthis Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider, provided that Client may not settle any Third-Party Claim against Provider unless Provider consents to such settlementsettlement in writing, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Third- Party Claim or to participate in the defense thereof by counsel of its own choice.

Client Indemnification. Client shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Client Data, or any use of the Client Data in accordance with these Terms, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Client's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider, provided that Client may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. This Section 9(b) is void and not applicable for governmental entities that are either not permitted to indemnify contractual counterparties or not permitted to indemnify contractual counterparties without maintaining a reserved amount of funds for said purpose.