Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that Client promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
Appears in 3 contracts
Samples: Entire Agreement, Entire Agreement, Entire Agreement
Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party third‐party claim, suit, action, or proceeding ("Third-Party Third‐Party Claim") that the Software Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this AgreementSoftware Services, infringes or misappropriates such third party's intellectual property rights, patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
Appears in 2 contracts
Samples: Service Terms, Service Terms
Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (collectively, "Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rightsUS patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
Appears in 1 contract
Samples: track.com
Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
Appears in 1 contract
Samples: Software Service Agreement
Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rightsUS patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
Appears in 1 contract
Samples: A Service Agreement
Provider Indemnification. o (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
Appears in 1 contract
Samples: Cloud Services Agreement
Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including attorney’s fees if reasonable attorneys' feesand awarded by a competent court) ("“Losses"”) incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("“Third-Party Claim"”) to the extent that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) as provided by Provider in accordance with this Agreement, infringes infringe or misappropriates misappropriate such third party's ’s U.S. intellectual property rights, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
Appears in 1 contract
Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
Appears in 1 contract
Samples: Service Agreement