Common use of Licensor Indemnification Clause in Contracts

Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a "Licensee Indemnitee") from and against any and all Losses by Licensee resulting from (a) any Action by a third party that the Licensed Software or Licensed Product, as of the Effective Date, infringes or misappropriates such third party's Intellectual Property Rights in the Territory or (b) relating to facts that constitute a breach by Licensor of any representation, warranty, covenant or obligation under this License Agreement. This Section 15.1 does not apply to the extent that the alleged infringement arises from: (a) combination, operation, or use of the Licensed Software and/or Licensed Product in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Licensor or specified for Licensee's use in the Documentation; (b) modification, change, or improvement of the Licensed Software and/or Licensed Product; (c) use of the Licensed Software and/or Licensed Product after Licensor's notice to Licensee of such activity's alleged or actual infringement, misappropriation, or other violation of a third party's rights; (d) negligence, abuse, misapplication, or misuse of the Licensed Software and/or Licensed Product by or on behalf of Licensee, Licensee's Representatives, or a third party; (e) use of the Licensed Software and/or Licensed Product by or on behalf of Licensee that is outside the purpose, scope, or manner of use authorized by this License Agreement; (f) events or circumstances outside of Licensor's commercially reasonable control; or (g) Third-Party Claims or Losses for which Licensee is obligated to indemnify Licensor pursuant to Section 15.2.

Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its AffiliatesLicensee, Licensee’s Affiliates and each of its and their respective officers, directors, employees, agents, subcontractorssuccessors, successors and permitted assigns (each, a "“Licensee Indemnitee"”) from and against any and all Losses incurred by Licensee Indemnitee resulting from (a) any Action by a third party (other than an Affiliate of a Licensee Indemnitee) that the Licensed Software Licensee’s or Licensed Product, as an Authorized User’s use of the Effective Date, Software (excluding Licensee Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party's Intellectual Property Rights ’s United States patent, trademark or copyright in the Territory or (b) relating to facts that constitute a breach by Licensor of any representation, warranty, covenant or Territory. The foregoing obligation under this License Agreement. This Section 15.1 does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Licensee Data; (b) combination, operation, or use of the Licensed Software and/or Licensed Product in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Licensor or specified for Licensee's ’s use in the Documentation; (bc) modification, change, or improvement modification of the Licensed Software and/or Licensed Productother than: (i) by Licensor in connection with this Agreement; or (ii) with Licensor’s express written authorization and in strict accordance with Licensor’s written directions and specifications; (cd) use of any version of the Software other than the most current version or failure to timely implement any Maintenance Release, modification, update, or replacement of the Software made available to Licensee by Licensor; (e) use of the Licensed Software and/or Licensed Product after Licensor's ’s notice to Licensee of such activity's ’s alleged or actual infringement, misappropriation, or other violation of a third party's ’s rights; (df) negligence, abuse, misapplication, or misuse of the Licensed Software and/or Licensed Product or Documentation by or on behalf of Licensee, Licensee's ’s Representatives, or a third party; (eg) use of the Licensed Software and/or Licensed Product or Documentation by or on behalf of Licensee that is outside the purpose, scope, or manner of use authorized by this License AgreementAgreement or in any manner contrary to Licensor’s instructions; (fh) events or circumstances outside of Licensor's ’s commercially reasonable controlcontrol (including any third-party hardware, software, or system bugs, defects, or malfunctions); or (gi) Third-Party Claims act, omission, or other matter described in Section 12.2, whether or not the same results in any Action against or Losses for which Licensee is obligated to indemnify by any Licensor pursuant to Section 15.2Indemnitee.

Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a "Licensee Indemnitee") from and against any and all Losses incurred by Licensee resulting from (a) any Action by a third third-party that the Licensed Software or Licensed ProductDocumentation, as or any use of the Effective DateSoftware or Documentation in accordance with this Agreement, infringes or misappropriates such third third-party's ’s Intellectual Property Rights in the Territory or (b) relating to facts that constitute a breach by Licensor of any representation, warranty, covenant or obligation under this License AgreementRights. This Section 15.1 10.1 does not apply to the extent that the alleged infringement arises from: : (a) Third-Party Materials; (b) combination, operation, or use of the Licensed Software and/or Licensed Product in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Licensor or specified for Licensee's ’s use in the Documentation; ; (bc) modification of the Software other than: (i) by Licensor or its contractor in connection with this Agreement; or (ii) with Licensor’s express written authorization and in strict accordance with Licensor’s written directions and specifications; (d) use of any version of the Software other than the most current version or failure to timely implement any Maintenance Release, modification, changeupdate, or improvement replacement of the Licensed Software and/or Licensed Product; made available to Licensee by Licensor; (ce) use of the Licensed Software and/or Licensed Product after Licensor's ’s notice to Licensee of such activity's ’s alleged or actual infringement, misappropriation, or other violation of a third third-party's ’s rights; ; (df) negligence, abuse, misapplication, or misuse of the Licensed Software and/or Licensed Product or Documentation by or on behalf of Licensee, Licensee's ’s Representatives, or a third third-party; ; (eg) use of the Licensed Software and/or Licensed Product or Documentation by or on behalf of Licensee that is outside the purpose, scope, or manner of use authorized by this License Agreement; Agreement or in any manner contrary to Licensor’s instructions; (fh) events or circumstances outside of Licensor's ’s commercially reasonable controlcontrol (including any third-party hardware, software, or system bugs, defects, or malfunctions); or or (gi) Thirdthird-Party Claims party claims or Losses for which Licensee is obligated to indemnify Licensor pursuant to Section 15.210.2. Licensor is under no obligation to indemnify, defend or hold harmless Licensee from and against any and all Losses arising out of or resulting from the use of the Beta Software pursuant to Section 4.

Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a "Licensee Indemnitee") from and against any and all Losses incurred by the Licensee resulting from (a) any Action by a third party that the Licensed Software or Licensed ProductDocumentation, as or any use of the Effective DateSoftware or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US Intellectual Property Rights in the Territory Rights, copyrights, or (b) relating to facts that constitute a breach by Licensor of any representation, warranty, covenant or obligation under this License Agreementtrade secrets. This Section 15.1 12.1 does not apply to the extent that the alleged infringement arises from:from:‌ (a) Open Source Components or other Third-Party Materials; (b) combination, operation, or use of the Licensed Software and/or Licensed Product in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Licensor or specified for Licensee's use in the Documentation; (bc) modification, change, or improvement modification of the Licensed Software and/or Licensed Productother than: (i) by Licensor in connection with this Agreement; or (ii) with Licensor's express written authorization and in strict accordance with Licensor's written directions and specifications; (cd) use of any version of the Software other than the most current version or failure to timely implement any Maintenance Release, modification, update, or replacement of the Software made available to Licensee by Licensor; (e) use of the Licensed Software and/or Licensed Product after Licensor's notice to Licensee of such activity's alleged or actual infringement, misappropriation, or other violation of a third party's rights; (df) negligence, abuse, misapplication, or misuse of the Licensed Software and/or Licensed Product or Documentation by or on behalf of Licensee, Licensee's Representatives, or a third party; (eg) use of the Licensed Software and/or Licensed Product or Documentation by or on behalf of Licensee that is outside the purpose, scope, or manner of use authorized by this License AgreementAgreement or in any manner contrary to Licensor's instructions; (fh) events or circumstances outside of Licensor's commercially reasonable controlcontrol (including any third-party hardware, software, or system bugs, defects, or malfunctions); or (gi) Third-Party Claims or Losses for which Licensee is obligated to indemnify Licensor pursuant to Section 15.21210.2.

Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and each of its and their respective Licensee's officers, directors, employees, agents, subcontractors, permitted successors and permitted assigns (each, a "Licensee Indemnitee") from and against any and all Losses incurred by a Licensee Indemnitee resulting from (a) any Action by a third party caused by the‌ gross negligence or willful misconduct of Licensor or its Representatives or that the Licensed Software or Licensed ProductDocumentation, as or any use of the Effective DateSoftware or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US Intellectual Property Rights in the Territory Rights/US patents, copyrights, or (b) relating to facts that constitute a breach by Licensor of any representation, warranty, covenant or obligation under this License Agreementtrade secrets. This Section 15.1 12.1 does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials; (b) combination, operation, or use of the Licensed Software and/or Licensed Product in or with, any technology (including any software, hardware, firmware, system, system or network) or service not provided by Licensor or specified for Licensee's use in the Documentation; (b) modification, change, or improvement of the Licensed Software and/or Licensed Productunless otherwise expressly permitted by Licensor in writing; (c) modification of the Software other than: (i) by Licensor or its contractor in connection with this Agreement; or (ii) with Licensor's express written authorization and in strict accordance with Licensor's written directions and specifications; (d) use of any version of the Software other than the most current version or failure to timely implement any Maintenance Release, modification, update or replacement of the Software made available to Licensee by Licensor; (e) use of the Licensed Software and/or Licensed Product after Licensor's notice to Licensee of such activity's alleged or actual infringement, misappropriation, misappropriation or other violation of a third party's rights; (df) negligence, abuse, misapplication, or misuse of the Licensed Software and/or Licensed Product or Documentation by or on behalf of Licensee, Licensee's Representatives, or a third party; (eg) use of the Licensed Software and/or Licensed Product or Documentation by or on behalf of Licensee that is outside the purpose, scope, or manner of use authorized by this License AgreementAgreement or in any manner contrary to Licensor's instructions; (fh) events or circumstances outside of Licensor's commercially reasonable controlcontrol (including any third-party hardware, software, or system bugs, defects, or malfunctions); or (gi) Third-Party Claims or Losses for which Licensee is obligated to indemnify Licensor pursuant to Section 15.212.2.