Common use of Indemnification by Supplier Clause in Contracts

Indemnification by Supplier. (a) Supplier shall defend, indemnify and hold Client, its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Client Group”) harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against any member of Client Group by a third party alleging that use of the Service, as contemplated in the Order Forms, i. violates any applicable law or regulation or ii. infringes the intellectual property rights of such third party, provided Client (a) promptly gives written notice of the Claim to Supplier; (b) gives Supplier sole control of the defence and settlement of the Claim (provided that Supplier may not settle any Claim without the prior written consent of the Client, which shall not be unreasonably withheld or delayed); and (c) provides to Supplier, at Supplier's cost, all reasonable assistance. (b) Should the use of the Service become the subject of any such claim or are believed to so infringe, Supplier will, at its sole option and expense: i. procure for Client the right to continue using the Service under the terms of this Agreement; ii. replace or modify the Service to be non-infringing without material decrease in functionality; or iii. if the foregoing options are not reasonably practicable, terminate with immediate effect the license for the infringing, or believed by Supplier to be infringing, Service and refund Client all prepaid fees for the remainder of its term after the date of termination. Supplier shall not be liable for any costs caused as a result of Client's continuation to use the Service after receiving said notice of termination.

Indemnification by Supplier. (a) Supplier shall defend, indemnify and hold Client, its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Client Group”) harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against any member of Client Group by a third party alleging that use of the Service, as contemplated in the Order Forms, i. violates any applicable law or regulation or ii. infringes the intellectual property rights of such third party, provided Client (a) promptly gives written notice of the Claim to Supplier; (b) gives Supplier sole control of the defence and settlement of the Claim (provided that Supplier may not settle any Claim without the prior written consent of the Client, which shall not be unreasonably withheld or delayed); and (c) provides to Supplier, at Supplier's cost, all reasonable assistance. (b) Should the use of the Service become the subject of any such claim or are believed to so infringe, Supplier will, at its sole option and expense: i. procure for Client the right to continue using the Service under the terms of this Agreement; ii. replace or modify the Service to be non-infringing without material decrease in functionality; or iii. if the foregoing options are not reasonably practicable, terminate with immediate effect the license for the infringing, or believed by Supplier to be infringing, Service and refund Client all prepaid fees for the remainder of its term after the date of termination. Supplier shall not be liable for any costs caused as a result of Client's continuation to use the Service after receiving said notice of termination. (c) Supplier shall have no liability for any Claim to the extent the Claim is based upon i. the use of the Service in combination with any other product, service or device not furnished, recommended or approved by Supplier, if such Claim would have been avoided by the use of the Service, without such product, service or device; or

Indemnification by Supplier. (a) Supplier shall defend, indemnify and hold Client, its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Client Group”) harmless will defend Customer against any lossclaim, damage or costs (including reasonable legal fees) incurred in connection with claimsdemand, demands, suitssuit, or proceedings ("Claims") proceeding made or brought against any member of Client Group Customer by a an unaffiliated third party alleging that use of the Service, as contemplated in the Order Forms, i. violates any applicable law Supplier Software infringes or regulation or ii. infringes the intellectual property rights of misappropriates such third party’s Intellectual Property Rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of a Claim Against Customer, provided Client Customer (a) promptly gives Supplier written notice of the Claim to SupplierAgainst Customer; (b) gives give Supplier sole control of the defence defense and settlement of the Claim (provided Against Customer, except that Supplier may not settle any Claim without the prior written consent Against Customer unless it unconditionally releases Customer of the Client, which shall not be unreasonably withheld or delayed)all liability; and (c) provides to Supplier, at Supplier's cost, give Supplier all reasonable assistance. , at Supplier expense. The foregoing obligation shall not apply with respect to a Claim Against Customer if such claim arises out of (bi) Should the Supplier’s compliance with Customer specifications; (ii) use of Services in combination with any software, hardware, network, data, or system not supplied by Supplier; (iii) any modification or alteration of Services by any person other than by Supplier; (iv) Customer’s continuing the Service become allegedly infringing or misappropriating activity after being informed by Supplier of modifications that would avoid the subject alleged infringement or misappropriation; or (v) use of any such claim or are believed to so infringe, Supplier will, at its sole option and expense: i. procure for Client the right to continue using the Service under Services other than in accordance with the terms and conditions of this Agreement; . If Supplier receives information about an infringement or misappropriation claim related to Services, Supplier may, at no cost to Customer (i) modify Services so that it is no longer claimed to infringe or misappropriate; (ii. replace or modify the Service to be non-infringing without material decrease in functionality; or iii. if the foregoing options are not reasonably practicable, terminate with immediate effect the ) obtain a license for the infringing, Customer’s continued use of Services in accordance with this Agreement; or believed by (iii) terminate Customer’s subscriptions for that Supplier to be infringing, Service Software and refund Client all to Customer any prepaid fees for covering the remainder of its term after the date Subscription Term of termination. Supplier shall not be liable for any costs caused as a result of Client's continuation to use the Service after receiving said notice of terminationterminated subscriptions.

Indemnification by Supplier. (a) Supplier shall defend, indemnify and hold Client, its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Client Group”) harmless will defend Customer against any lossclaim, damage demand, suit or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") proceeding made or brought against any member of Client Group Customer by a third party alleging that use of the Service, as contemplated in the Order Forms, i. violates any applicable law Purchased Service infringes or regulation or ii. infringes the misappropriates such third party’s intellectual property rights of such third party(a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Supplier in writing of, a Claim Against Customer, provided Client Customer (a) promptly gives Supplier written notice of the Claim to Supplier; Against Customer, (b) gives Supplier sole control of the defence defense and settlement of the Claim Against Customer (provided except that Supplier may not settle any Claim without the prior written consent Against Customer unless it unconditionally releases Customer of the Clientall liability), which shall not be unreasonably withheld or delayed); and (c) provides to Suppliergives Supplier all reasonable assistance, at Supplier's cost’s expense. If Supplier receives information about an infringement or misappropriation claim related to a Service, all reasonable assistance. Supplier may in its discretion and at no cost to Customer (bi) Should modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Supplier’s warranties under “Supplier Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Service become Services or any part thereof with software, hardware, data, or processes not provided by Supplier, if the subject of any Services or use thereof would not infringe without such claim combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or are believed to so infringe(IV) a Claim against Customer arises from Content, a Non-Supplier will, at its sole option and expense: i. procure for Client the right to continue using the Service under the terms Application or Customer’s breach of this Agreement; ii. replace , the Documentation or modify the Service to be non-infringing without material decrease in functionality; or iii. if the foregoing options are not reasonably practicable, terminate with immediate effect the license for the infringing, or believed by Supplier to be infringing, Service and refund Client all prepaid fees for the remainder of its term after the date of termination. Supplier shall not be liable for any costs caused as a result of Client's continuation to use the Service after receiving said notice of terminationapplicable Order Forms.