Our Indemnification Obligation Clause Samples
The "Our Indemnification Obligation" clause defines the responsibility of one party (typically the service provider or seller) to compensate the other party for certain losses, damages, or liabilities that arise from specific actions or omissions. In practice, this clause usually applies if the indemnified party faces claims or legal actions due to the indemnifying party's breach of contract, negligence, or infringement of third-party rights. Its core function is to allocate risk by ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unforeseen legal or financial exposure.
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Our Indemnification Obligation. We’ll defend or settle, at our option and expense, any third-party claim brought against you to the extent that it’s based on an allegation that your use or possession of the Software as permitted under this Agreement infringes a copyright or misappropriates a trade secret of any third party (each, a “Claim”), and, subject to Section 12, we’ll pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify us in writing of any such Claim as soon as reasonably practicable and allow us to control, and reasonably cooperate with us in the defense of, any such Claim and related settlement negotiations.
Our Indemnification Obligation. We'll defend you against any thirdCparty claim brought against you to the extent that it's based on an allegation that your use or possession of the Software as permitted under this Agreement infringes a copyright or misappropriates a trade secret of any third party (each, a "Claim"), and, subject to Section 13, we'll pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify us in writing of any such Claim as soon as reasonably practicable and provide us with the opportunity to intervene at our expense through counsel of our choosing. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.
Our Indemnification Obligation