Common use of Customer Indemnity Clause in Contracts

Customer Indemnity. Customer shall indemnify, defend, and hold the Supplier harmless from any action brought by a third-party against the Supplier to the extent that it is proximately caused by an allegation that: (a) any access to or use of Customer Data with the Cloud Services; or (b) modification or use of the Cloud Services with the Customer's applications; have infringed any intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against the Supplier in such action, including but not limited to reasonable attorneys’ fees, provided that the Supplier: • promptly notifies Customer of any such action; and • gives Customer full authority, information, and assistance to defend such claim; and • gives Customer sole control of the defense of such claim and all negotiations for the compromise or settlement of such claim. Customer shall have the right to settle or compromise any such claim provided that such settlement or compromise does not impose any costs or material disadvantage to Supplier without Supplier’s prior written consent.

Customer Indemnity. Customer shall indemnify, defend, and hold the Supplier harmless from i) any liability arising from any breach of this clause by the Customer and ii) any action brought by a third-party against the Supplier to the extent that it is proximately caused by an allegation that: (a) any access to to, or use of of, Customer Data with the Cloud Services; or (b) modification or use of the Cloud Services with the Customer's applications; applications have infringed any intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against the Supplier in such action, including but not limited to reasonable attorneys’ fees, provided that the Supplier: • promptly notifies Customer of any such action; and • gives Customer full authority, information, and assistance to defend such claim; and • gives Customer sole control of the defense of such claim and all negotiations for the compromise or settlement of such claim. Customer shall have the right to settle or compromise any such claim provided that such settlement or compromise does not impose any costs or material disadvantage to Supplier without Supplier’s prior written consent.

Customer Indemnity. Customer shall indemnify, defend, and hold the Supplier harmless from any action brought by a third-party against the Supplier to the extent that it is proximately caused by an allegation that: (a) any access to or use of Customer Data with the Cloud Services; or (b) modification or use of the Cloud Services with the Customer's applications; have infringed any intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against the Supplier in such action, including but not limited to reasonable attorneys’ fees, provided that the Supplier: • promptly notifies Customer of any such action; and • gives Customer full authority, information, and assistance to defend such claim; and • gives Customer sole control of the defense of such claim and all negotiations for the compromise or settlement of such claim. Customer shall have the right to settle or compromise any such claim provided that such settlement or compromise does not impose any costs or material disadvantage to Supplier without Supplier’s prior written priorwritten consent.

Customer Indemnity. Customer shall indemnify, defend, and hold the Supplier harmless from any action brought by a third-party against the Supplier to the extent that it is proximately caused by an allegation that: (a) any access to or use of Customer Data with the Cloud ServicesServices ; or (b) modification or use of the Cloud Services with the Customer's applications; have infringed any intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against the Supplier in such action, including but not limited to reasonable attorneys’ fees, provided that the Supplier: • promptly notifies Customer of any such action; and • gives Customer full authority, information, and assistance to defend such claim; and • gives Customer sole control of the defense of such claim and all negotiations for the compromise or settlement of such claim. Customer shall have the right to settle or compromise any such claim provided that such settlement or compromise does not impose any costs or material disadvantage to Supplier without Supplier’s prior written consent.

Customer Indemnity. Customer shall indemnify, defend, and hold the Supplier harmless from any action brought by a third-party against the Supplier to the extent that it is proximately caused by an allegation that: (a) any access to or use of Customer Data with the Cloud Services; or (b) modification or use of the Cloud Services with the Customer's applications; have infringed any intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against the Supplier in such action, including but not limited to reasonable attorneys’ fees, provided that the Supplier: • promptly notifies Customer of any such action; and • gives Customer full authority, information, and assistance to defend such claim; and • gives Customer sole control of the defense defence of such claim and all negotiations for the compromise or settlement of such claim. Customer shall have the right to settle or compromise any such claim provided that such settlement or compromise does not impose any costs or material disadvantage to Supplier without Supplier’s prior written consent.