Common use of Our Indemnification Clause in Contracts

Our Indemnification. We shall (i) defend and hold you harmless against any claim, suit, demand, or action made or brought against you alleging that Pharmacy’s use of the Services in compliance with the Agreement infringes or misappropriates any individual’s or entity’s intellectual property rights (“Intellectual Property Claims”) and (ii) indemnify you against any settlements with such third party agreed to by us or any awards by a court of competent jurisdiction in favor of such third party bringing the Intellectual Property Claim(s). Our obligations in this section are contingent on being provided prompt written notice of the Intellectual Property Claim, our sole control of the defense and settlement of all Intellectual property Claims (provided we will not settle any such claims without your consent, which you may not unreasonably withhold), and your reasonable cooperation in defending and settling Intellectual Property Claims. For the avoidance of doubt, indemnification under this Section may not be invoked or relied upon for any Intellectual Property Claims that arise from (a) misuse or alteration of the Services if no infringement would have occurred absent such misuse or alteration, (b) use of the Services in combination with any apparatus, hardware, or services not provided or furnished by us or our Affiliates, or (c) use of the Services in a manner for which they were neither designed or contemplated, in each case, if no infringement would have occurred absent such event.