Common use of Client Indemnities Clause in Contracts

Client Indemnities. Client shall, subject to Article 12 below, defend FIS and its Indemnitees from and against any and all Losses asserted by a third party against FIS, and shall indemnify and hold harmless FIS from and against any damages, costs, and expenses of such third party awarded against FIS by a final court judgment or a settlement made or approved by Client, in accordance with this Section 11.3, resulting from any action, litigation, or claim by such third party alleging or based on: (i) Client’s use of a Service, Deliverables, or documentation or materials provided by FIS in connection with any Service or Deliverables, in violation of applicable use restrictions or other Client obligations under the applicable Schedule or this Agreement; (ii) actual or alleged infringement of any patent, copyright or similar intellectual property right (including, but not limited to, misappropriation of trade secrets) based upon the Client’s software, or other Client Resources furnished hereunder by Client as used by FIS in performing or providing Services or Deliverables; (iii) Client-provided third party software, to the extent that FIS can claim through Client as Client’s services provider for Client’s rights as licensee of such third-party software; (iv) inaccurate or incomplete data, information, or any content provided by or on behalf of Client or any customer of Client; (v) Client’s use of a Service and/or Deliverable with computer programs, products, or services owned, licensed or provided by someone other than FIS or FIS’s Affiliate(s); (vi) Client’s failure to comply with laws applicable to its receipt, use, or other performance with respect to the Services and/or Deliverables; (vii) Client’s failure to comply with the terms of any Third Party Service agreement; (viii) any claim of libel, data breach, violation of privacy rights, unfair competition, or infringement of patents, trademarks, copyrights, or other intellectual property caused by Client or Client’s customer. If a claim of infringement has been asserted, or in Client’s opinion is about or likely to be asserted, Client may, at its option either: (1) procure for FIS the right to continue using the property or resource that is the subject of the claim; (2) replace or modify the property or resource that is the subject of the claim so that it becomes non-infringing provided such replacement or modification results in a substantially similar property or resource; or (3) defend the claim or action on FIS’s behalf and pay any associated costs or damages.