Common use of Indemnification by Xxxx Clause in Contracts

Indemnification by Xxxx. Xxxx and its successors and assigns shall indemnify, defend, and hold harmless Client and its successors and assigns from and against and in respect of any Claim alleging that the Xxxx Services infringes the United States patent, trademark, or copyright of that third party, by paying all amounts that a court finally awards or that Xxxx agrees to pay in settlement of any such Claim. In the event of any adjudication that the Xxxx- Provided Services does infringe or if the licensing or use of the same or any part thereof is enjoined, Xxxx shall, at its expense and option, do one of the following: (a) procure for Client the necessary right to continue using the affected functionality; (b) replace or modify the affected functionality with a functionally equivalent non-infringing item or portion thereof; (c) modify the affected functionality so that it is non-infringing; or (d) if none of the foregoing are commercially reasonable, terminate this T&C upon written notice to Client. Xxxx shall not be liable to, and shall have no obligation hereunder to, defend, indemnify or hold harmless Client from or against any Claim based on or resulting from: (1) the use of the Xxxx Services by Client other than as authorized in this T&C; (2) the combination of the Xxxx Services or any portion thereof with any product, software, business method, machine, or device which is not provided by Xxxx; (3) any modification of the Xxxx Services or any portion thereof by any party other than Xxxx or its subcontractors; (4) use of an allegedly infringing version of the Xxxx Services or any portion thereof, if the alleged infringement could be avoided by the use of a different version made available to Client by Xxxx: or (5) the use of the Xxxx Services after notice from Xxxx that Client should stop such use due to a potential infringement claim. This paragraph states the entire liability of Xxxx and its subcontractors, and Client’s sole and exclusive remedy, with respect to infringement of intellectual property rights.