Content Indemnity Clause Samples

A Content Indemnity clause requires one party to compensate the other for losses, damages, or legal claims arising from the content they provide or use under the agreement. Typically, this means that if a party supplies materials—such as text, images, or software—that infringe on third-party rights or violate laws, they must cover any resulting costs or liabilities. The core function of this clause is to allocate risk and protect the receiving party from legal or financial harm caused by problematic content supplied by the other party.
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Content Indemnity. Customer shall indemnify, defend, and save harmless Williams from and against all loss, liability, damage a▇▇ ▇▇▇▇▇se, including reasonable attorneys' fees, due to claims arising out of the content of any programming transmitted over Williams' facilities pursuant to this Agreement includi▇▇ ▇▇▇▇▇ut limitation, any claim for libel, slander, or infringement of copyright and any other claim resulting from any act or omission of Customer arising from Customer's use of Williams' facilities or the Services.
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Content Indemnity. Customer shall indemnify, defend, and save ----------------- harmless ▇▇▇▇▇▇▇▇ from and against all loss, liability, damage and expense, including reasonable attorneys' fees, due to claims arising out of the content of any programming transmitted over ▇▇▇▇▇▇▇▇' facilities pursuant to this Agreement including without limitation, any claim for libel, slander, or infringement of copyright and any other claim resulting from any act or omission of Customer arising from the use of ▇▇▇▇▇▇▇▇' facilities or the Services provided that Customer be given immediate written notice of any such claims and of any suits brought or threatened against ▇▇▇▇▇▇▇▇ and authority to assume the sole defense thereof through its own counsel and to compromise or settle any suits so far as this may be without prejudice to ▇▇▇▇▇▇▇▇' rights.
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Content Indemnity. Customer shall indemnify, defend, and save harmless Williams from and against all loss, liability, damage and ▇▇▇▇▇▇e, including reasonable attorneys' fees, due to claims arising out of the content of any programming transmitted over Williams' facilities pursuant to this Agreement includin▇ ▇▇▇▇▇▇t limitation, any claim for libel, slander, or infringement of copyright and any other claim resulting from any act or omission of Customer arising from the use of Williams' facilities or the Services provided that Custo▇▇▇ ▇▇ ▇iven immediate written notice of any such claims and of any suits brought or threatened against Williams and authority to assume the sole defense thereo▇ ▇▇▇▇▇▇h its own counsel and to compromise or settle any suits so far as this may be without prejudice to Williams' rights.
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Content Indemnity. 17.1 The Data Publisher shall indemnify and hold harmless RDG from any claim or demand made by any third party (including Data Consumers) arising out of the Content published on the Rail Data Marketplace. 17.2 If any third party makes a claim or notifies an intention to make a claim which may reasonably be considered likely to give rise to a liability under this Clause 17 (a "Claim"), RDG shall: 17.2.1 as soon as reasonably practicable after becoming aware of the Claim, give written notice of the Claim to the Data Publisher specifying the nature of the Claim in reasonable detail; 17.2.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Data Publisher (such consent not to be unreasonably conditioned, withheld or delayed); and 17.2.3 be deemed to have given to the Data Publisher sole authority to avoid, dispute, compromise or defend the Claim (provided that the Data Publisher shall not settle or compromise any Claim in the name of RDG without the RDG’s prior written consent (not to be unreasonably withheld or delayed)).
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Content Indemnity. The Operator and CableNOW Corporation agree to mutually indemnify each other and hold harmless from all costs and expenses arising from any breach of this agreement by the other. Operator has sole control over content and sale of advertisements on the Advertising/Messaging version and indemnifies CableNOW Corporation from any claims resulting from any content posted by Operator. Although every effort is made to provide accurate data listings, no warranty is made by CableNOW as to the availability or accuracy of any content or data provided. In the event the Operator’s Internet connection becomes unreliable or fails, Operator agrees to hold CableNOW Corporation harmless from any temporary loss of programming service that may occur as a result of such outage.
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Content Indemnity. Except for infringement actions and validity challenges of the Licensed Patents as described in Paragraphs 7 and 8 of this Agreement, RDG agrees to indemnify, defend and hold harmless CBMX, its Affiliates and their respective inventors, officers, directors, employees and agents (collectively hereinafter referred to as "the Indemnities") from and against any and all claims, damages, losses, expenses, fines, penalties, costs, obligations and other liabilities (including legal cost and fees) asserted by RDG, its Affiliates, and/or any Third Parties (whether governmental or private) arising from the, use or sale of any Licensed Product by or for RDG or its Sales Representatives or arising from the use of any such Licensed Product by any Third Party including any End User, consumer or any customer of RDG or its Sales Representatives, including any claims that any of the gene sequences or fragments thereof provided by RDG, its Sales Representatives, or any of their respective End Users, consumers or customers in order to construct or design Content, infringes a patent or copyright. Likewise, CBMX agrees to indemnify, defend and hold harmless RDG, its Affiliates and their respective inventors, officers, directors, employees and agents (collectively hereinafter referred to as "the Indemnities") from and against any and all claims, damages, losses, expenses, fines, penalties, costs, obligations and other liabilities (including legal cost and fees) asserted by CBMX, its Affiliates, and/or any Third Parties (whether governmental or private) arising from the, use or sale of any Custom Cassettes or Custom Arrays by or for CBMX or its Sales Representatives or arising from the use of any such products by any Third Party including any End User, consumer or any customer of CBMX or its Sales Representatives, including any claims that any of the nucleic acid or gene sequences provided by CBMX, its Sales Representatives, or any of their respective End Users, consumers or customers in order for CBMX to construct or design nucleic acid capture probes on a Custom Array, infringes a patent or copyright.
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Related to Content Indemnity

  • Patent Indemnity 29.1 The Supplier shall, subject to the Procuring Entity's compliance with GCC Sub-Clause 29.2, indemnify and hold harmless the Procuring Entity and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney's fees and expenses, which the Procuring Entity may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract by reason of: a) the installation of the Goods by the Supplier or the use of the Goods in the country where the Site is located; and b) the sale in any country of the products produced by the Goods. Such indemnity shall not cover any use of the Goods or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, neither any infringement resulting from the use of the Goods or any part thereof, or any products produced thereby in association or combination with any other equipment, plant, or materials not supplied by the Supplier, pursuant to the Contract. 29.2 If any proceedings are brought or any claim is made against the Procuring Entity arising out of the matters referred to in GCC Sub-Clause 29.1, the Procuring Entity shall promptly give the Supplier a notice thereof, and the Supplier may at its own expense and in the Procuring Entity's name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim. 29.3 If the Supplier fails to notify the Procuring Entity within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Procuring Entity shall be free to conduct the same on its own behalf. 29.4 The Procuring Entity shall, at the Supplier's request, afford all available assistance to the Supplier in conducting such proceedings or claim, and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing. 29.5 The Procuring Entity shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney's fees and expenses, which the Supplier may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the Procuring Entity.

  • Client Indemnity In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

  • Client Indemnification Client will, at its expense, indemnify and defend Oracle from and against any liabilities, losses, damages, costs, and expenses resulting from Client’s or its personnel’s use of the Services or Data Set in violation of the terms of this Agreement (including any privacy obligations),

  • PATENT INDEMNIFICATION The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.

  • Infringement Indemnity Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.