Common use of Google Indemnity Clause in Contracts

Google Indemnity. (a) Google will indemnify, defend, and hold harmless Customer and its respective directors, officers, agents, employees (collectively, “Customer Indemnitees”) from any third party lawsuit or proceeding brought against a Customer Indemnitee based upon or otherwise arising out of [*****]. (b) Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section to the extent arising from: [*****]. (c) To the extent that Google reasonably believes that any of the Google Applications and Google Services infringe the Intellectual Property EXECUTION COPY Rights of any third party, Google will use commercially reasonable efforts to (i) replace the Google Applications and Google Services with substantially equivalent services; (ii) modify the Google Applications and Google Services so that they become non-infringing; or (iii) obtain all necessary licenses to permit Customer to continue using the Google Applications and Google Services as contemplated hereunder at no additional cost to Customer. If Google can not accomplish the foregoing after using commercially reasonable efforts, Google reserves the right to terminate, upon written notice to Customer, Customer’s continued use of any Google Applications and Google Services which are alleged or reasonably believed by Google to infringe but only to the extent necessary to avoid any applicable infringement. [*****].

Google Indemnity. (a) Google will indemnify, defend, and hold harmless Customer and its respective directors, officers, agents, employees (collectively, “Customer Indemnitees”) from any third party lawsuit or proceeding brought against a Customer Indemnitee based upon or otherwise arising out of [*****]. (b) Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section to the extent arising from: [*****]. (c) To the extent that Google reasonably believes that any of the Google Applications and Google Services infringe the Intellectual Property EXECUTION COPY Rights of any third party, Google will use commercially reasonable efforts to (i) replace the Google Applications and Google Services with substantially equivalent services; (ii) modify the Google Applications and Google Services so that they become non-infringing; or (iii) obtain all necessary licenses to permit Customer to continue using the Google Applications and Google Services as contemplated hereunder at no additional cost to Customer. If Google can not accomplish the foregoing after using commercially reasonable efforts, Google reserves the right to terminate, upon written notice to Customer, Customer’s continued use of any Google Applications and Google Services which are alleged or reasonably believed by Google to infringe but only to the extent necessary to avoid any applicable infringement. [*****].