JAGGAER Indemnification. JAGGAER shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable opinion be likely to infringe, JAGGAER shall, at its option and sole expense: (i) procure for Client the right to continue to use the JAGGAER Applications, (ii) modify the JAGGAER Applications to eliminate any such claim that might result from their use hereunder, provided such modification does not adversely affect the functional capabilities of the JAGGAER Applications or (iii) replace the JAGGAER Applications with equally suitable, compatible and functionally equivalent non- infringing JAGGAER Applications at no additional charge to Client. If none of these options is commercially practicable, then the Agreement may be terminated by JAGGAER without further obligation or liability on the part of either party hereto except that JAGGAER agrees to promptly refund to Client the fees paid by Client for the portion of the Subscription Term for which the JAGGAER Applications would no longer be available to Client. This Section 7 states the entire liability and obligation of JAGGAER, and Client’s exclusive remedy, with respect to any intellectual property infringement relating to the JAGGAER Applications.
JAGGAER Indemnification. XXXXXXX shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable
JAGGAER Indemnification. JAGGAER shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable opinion be likely to infringe, JAGGAER shall, at its option and sole expense: (i) procure for Client the right to continue to use the JAGGAER Applications, (ii) modify the JAGGAER Applications to eliminate any such claim that might result from their use hereunder, provided such modification does not adversely affect the functional capabilities of the JAGGAER Applications or
