Publisher Indemnification. Subject to the provisions of paragraph 12.3 (Indemnification Procedures), Publisher agrees to defend, indemnify and hold harmless Developer and its affiliates, officers, directors, employees and agents from and against any and all losses, liabilities, claims, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees) which arise in connection with the breach or an alleged breach by Publisher of any of its warranties set forth in paragraph 15 (Warranties of Publisher).
Publisher Indemnification. Publisher will indemnify, defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Yahoo! and/or Yahoo!’s officers, directors, employees or agents, which (a) alleges that Publisher’s Offerings or any technological solution created by Publisher or a third party to generate and display Hyperlinks on search results pages infringes or misappropriates any valid intellectual property right in the countries included in the Territory or (b) arises out of Publisher’s modification of the Links or Results in any way or the use of the Results in violation of the Agreement; provided that Yahoo! promptly notifies Publisher in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Publisher (at Publisher’s expense and with Publisher’s choice of counsel), and cooperates fully with Publisher (at Publisher’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Publisher to perform the foregoing. Publisher will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to Yahoo! or require Yahoo! to take any affirmative action, without Yahoo!’s prior consent, which will not be unreasonably withheld. Notwithstanding the foregoing, Publisher’s patent infringement indemnity obligation shall not apply to any portion of a patent infringement claim that directly results from or arises out of (i.e., such portion of a patent infringement claim that would not have arisen but for the issues raised in (i) though (iv) below): (i) the combination, distribution or use of Publisher’s technology, by or on behalf of Yahoo!, with software, services, products, or any other subject matter, that has not been expressly and specifically directed or permitted by Publisher pursuant to, or otherwise contemplated by, the terms of this Agreement, to the extent that such claim would have been avoided by the non-combined or independent use of Publisher’s technology; (ii) modification of Publisher’s technology by or on behalf of Yahoo! (except by Publisher on behalf of Yahoo!) to the extent that such claim would have been avoided by use of the unmodified Publisher technology; (iii) continued use of the allegedly infringing Publisher technology, by or on behalf of Yahoo!, after Publisher notifies Yahoo! of the infringement allegation and provides Yahoo! with function...
Publisher Indemnification. Publisher shall indemnify, defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Overture, which alleges that Publisher's Offerings infringe any valid U.S. intellectual property right; provided that Overture promptly notifies Publisher in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Publisher (at Publisher's expense and with Publisher's choice of counsel), and cooperates fully with Publisher (at Publisher's request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Publisher to perform the foregoing. Publisher will not enter into any settlement or compromise of any such claim without Overture's prior consent, which shall not be unreasonably withheld.
Publisher Indemnification. Publisher will indemnify, defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Overture, which (a) alleges that Publisher’s Offerings infringe any valid trademark or copyright in the Territory or (b) arises out of Publisher’s modification of the Results in any way or the use of the Results in violation of the Agreement; provided that Overture promptly notifies Publisher in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Publisher (at Publisher’s expense and with Publisher’s choice of counsel), and cooperates fully with Publisher (at Publisher’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Publisher to perform the foregoing. Publisher will not enter into any settlement or compromise of any such claim without Overture’s prior consent, which will not be unreasonably withheld. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. Execution Copy YAHOO! SEARCH MARKETING - YAHOO! PUBLISHER NETWORK SERVICE ORDER #1-6252597
Publisher Indemnification. Publisher, at its own expense, will indemnify, defend and hold harmless Simply Hired, its Affiliates and their respective officers, directors, employees, representatives and agents (each a "Simply Hired Indemnitee") from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys' fees) arising therefrom, brought by any third party against a Simply Hired Indemnitee to the extent t based on, or arising out of: (a) a breach, or potential breach, of any of Publisher's obligations under this Agreement (b) any use of the Publisher Site(s) or any allegation that the Publisher Site(s), the Publisher Site Content, Publisher Marks, and/or any Paid Job Listings posted by Publisher violate any applicable law or regulation (including privacy, export control and obscenity laws) or misappropriate or infringe the rights of any person or entity, including any Intellectual Property Right or right of publicity or privacy, or otherwise contain any Restricted Content or (c) any alleged or actual fraud, gross negligence or willful misconduct of Publisher or its agents.
Publisher Indemnification. PUBLISHER will indemnify, defend and hold DISTRIBUTOR and any of its subsidiaries harmless from any costs, damages, losses, and expenses (including without limitation reasonable attorneys’ fees) relating to any third party claims, actions or proceedings against DISTRIBUTOR arising out of or related in any way to the breach or alleged breach of PUBLISHER’s obligations or representations under this Agreement.
Publisher Indemnification. Publisher shall indemnify and hold Developer, its directors, officers, employees, partners and agents, (collectively, “Developer Parties”) harmless from and against all liabilities arising from any action, claim, damages, losses and reasonable costs (including but not limited to legal fees) properly incurred by Developer Parties related to or arising out of: (a) Publisher’s breach of Sections 16, 17, 25, 27 and 29; or (b) Publisher’s violation of law or intellectual property rights in regard to its marketing obligations through itself or subcontractors. Publisher shall reimburse Developer Parties on demand for any payment to which the foregoing indemnity applies. In the case of a third party claim, Developer shall: (i) give Publisher prompt written notice of any such claim; and (ii) be entitled to conduct the defense or settlement thereof, with Developer providing Publisher reasonable progress reports and Publisher shall give Developer reasonable assistance in defending or settling any such claim.
Publisher Indemnification. Publisher will indemnify, defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Overture, which (a) alleges that Publisher’s Offerings infringe any valid trademark or copyright in the Territory or (b) arises out of Publisher’s modification of the Results in any way or the use of the Results in violation of the Agreement; provided that Overture promptly notifies Publisher in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Publisher (at Publisher’s expense and with Publisher’s choice of counsel), and cooperates fully with Publisher (at Publisher’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Publisher to perform the foregoing. * * *
Publisher Indemnification. Publisher shall indemnify, defend and/or settle, and pay damages awarded pursuant to any third party claim brought against Overture that [***]; provided that Overture promptly notifies Publisher in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Publisher (at Publisher's expense and with Publisher's choice of counsel), and cooperates fully with Publisher (at Publisher's request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Publisher to perform the foregoing. Publisher will not enter into any settlement or compromise of any claim without Overture's prior consent, which shall not be unreasonably withheld. *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT 3 OVERTURE MARKS [***] EXHIBIT 4 TO OVERTURE MASTER AGREEMENT Trademark Usage Guidelines GUIDELINES FOR USE OF YAHOO! BRAND FEATURES [***] EXHIBIT 5 TO OVERTURE MASTER AGREEMENT INSTALL DELIVERY SCHEDULE [***] *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. RIDER A PAID PLACEMENT OVERTURE RESULTS
Publisher Indemnification. With respect to claims or actions against one or both parties by third parties, insofar as such claim, demand or action is (a) by an Affiliate against Yahoo! or a Yahoo! Related Party (or its or their directors, officers, employees, agents, representatives and assigns) for content or activities that are authorized by or related to this Agreement, and not arising from Yahoo!’s negligence or willful misconduct or Yahoo!’s breach of this Agreement; (b) attributable to a breach by Publisher of a representation and/or warranty set forth in this Agreement; (c) arising from the use, reproduction, distribution, transmission and delivery of the content on the Publisher’s Offerings (excluding the Results) and the technology used by Publisher to provide its metasearch services infringing upon any other party’s Intellectual Property or other rights of third parties in the countries in the Territory; (d) arising from or relating to any of the circumstances described in Section 16 (x), (y) or (z) above; (e) brought against Yahoo! (or its directors, officers, employees, agents, representatives and assigns) or any Yahoo! Related Party relating to or arising from a breach by Publisher or an Affiliate of Section 20 (Abuse of Services); (f) brought against Yahoo! (or its directors, officers, employees, agents, representatives and assigns), any Yahoo! Related Party or any Advertiser, arising out of or related to any of the following (each, an “Application Matter”): (I) an Application or Bundled Application; (II) the means or method provided or authorized by Publisher, Affiliates, or any of its or their distributors by which Users download, install or otherwise access or use any Application or Bundled Application; (III) the collection, transmission, publication or display of any information, including personal information, by or on behalf of Publisher, Affiliates or their distributors, or authorized by Publisher, Affiliates or any of their distributors, in connection with any Application or Bundled Application; (IV) any advertising transmitted or displayed in connection with any Application or Bundled Application (other than Yahoo! Results); or (V) Publisher’s or an Affiliate’s breach of any representation, warranty or commitment made in * Information redacted pursuant to a confidential treatment request by InfoSpace, Inc. under 5 U.S.C. §552(b)(4) and 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2, and submitted separately with the Securities and Exchange Commission. EXECUTION COPY ...
