Indemnification by CCH SFS Clause Samples

Indemnification by CCH SFS. 8.2.1. Subject to the other terms and conditions set forth herein, CCH SFS agrees to defend Customer, its employees, officers, directors and Affiliates at CCH SFS’ sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third party alleging that the Product as provided hereunder infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH SFS is notified promptly in writing of the claim; (ii) CCH SFS controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH SFS and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH SFS’ indemnity obligations set forth in subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the use of the Product in any form or substance other than as provided by CCH SFS hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Product if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Product by Customer or any third party not authorized in writing by CCH SFS to do so; (iv) the use of the Product in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH SFS; or (v) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third party. 8.2.3. If the Product becomes, or in CCH SFS’ opinion, is likely to become, the subject of a third party claim covered by CCH SFS’ indemnification obligations as set forth in subsection 8.2.1, then CCH SFS may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Product; (ii) modify the infringing portion of the Product so as to render it non-infringing but still appropriate for its intended use as set forth in this Agreement; or (iii) replace the infringing portion of the Product with non-infringing items with substantially similar functionality. If CCH SFS reasonably determines...