Common use of Indemnification Clause in Contracts

Indemnification. 12.1. Indemnification by Customer (a) Customer is liable in case of any claims by third parties for damages incurred by such third parties in connection with Customer’s usage of Services. (b) Customer agrees to indemnify, defend, release, and hold Service Provider, and all Service Partner, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by Service Provider arising as a result of, or in connection with: • any negligent acts, omissions or wilful misconduct by Customer; • any breach of this Agreement by Customer; and/or • Customer’s violation of any law including but not limited to data protections laws or of any rights of any third party. (c) In the event Service Provider seeks indemnification from Customer according to 12 (Indemnification), Service Provider will inform (d) In this case, Service Provider is entitled to appoint a legal counsel and to control any proceeding necessary to safeguard its rights as well as to demand reimbursement of the associated costs. 12.2. Indemnification by Service Provider‌ (a) Service Provider will indemnify Customer from claims of third parties arising from the infringement of their Intellectual Property rights which have arisen through the use of Services by Customer to the extent set out in 10 (Liability). (b) Customer will give Service Provider prompt written notice in parallel with an e-mail notification of such claim. Customer will also provide information, reasonable assistance as well as the sole authority to Service Provider to defend or settle such claim. (c) Service Provider may, at its reasonable discretion, (i) obtain for Customer the right to continue using Services, or (ii) replace or modify Services so that they become non-infringing; or (iii) cease to provide Services and reimburse Customer for reasonable expenses resulting therefrom.

Indemnification. 12.1. Indemnification by Customer (a) Customer is liable in case of any claims by third parties for damages incurred by such third parties in connection with Customer’s usage of Services. (b) Customer agrees to indemnify, defend, release, and hold Service Provider, and all Service Partner, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by Service Provider arising as a result of, or in connection with: • any negligent acts, omissions or wilful misconduct by Customer; EN_Transporeon_Platform_User_Agreement_GTC_V3.0 • any breach of this Agreement by Customer; and/or • Customer’s violation of any law including but not limited to data protections laws or of any rights of any third party. (c) In the event Service Provider seeks indemnification from Customer according to 12 (Indemnification), Service Provider will inform (d) In this case, Service Provider is entitled to appoint a legal counsel and to control any proceeding necessary to safeguard its rights as well as to demand reimbursement of the associated costs. 12.2. Indemnification by Service Provider‌ (a) Service Provider will indemnify Customer from claims of third parties arising from the infringement of their Intellectual Property rights which have arisen through the use of Services by Customer to the extent set out in 10 (Liability).. Security classification: Protected 7 (b) Customer will give Service Provider prompt written notice in parallel with an e-mail notification of such claim. Customer will also provide information, reasonable assistance as well as the sole authority to Service Provider to defend or settle such claim. (c) Service Provider may, at its reasonable discretion, (i) obtain for Customer the right to continue using Services, or (ii) replace or modify Services so that they become non-infringing; or (iii) cease to provide Services and reimburse Customer for reasonable expenses resulting therefrom.

Indemnification. 12.110.1. Indemnification by Customer (a) Customer is liable in case of any claims by third parties Third Parties for damages incurred by such third parties Third Parties in connection with Customer’s usage of Services. (b) Customer agrees to indemnify, defend, release, and hold Service Provider, and all Service Partner, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party Third Party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by Service Provider arising as a result of, or in connection with: • any negligent acts, omissions or wilful misconduct by Customer; • any breach of this Agreement by Customer; and/or • Customer’s violation of any law including but not limited to data protections laws or of any rights of any third partyThird Party. (c) In the event Service Provider seeks indemnification from Customer according to 12 10 (Indemnification), Service Provider will inform (d) In this case, Service Provider is entitled to appoint a legal counsel and to control any proceeding necessary to safeguard its rights as well as to demand reimbursement of the associated costs.. EN_Transporeon_General_terms_and_conditions_V14.0 12.210.2. Indemnification by Service Provider‌ (a) Service Provider will indemnify Customer from claims of third parties Third Parties arising from the infringement of their Intellectual Property rights which have arisen through the use of Services by Customer to the extent set out in 10 (“Liability)”. (b) Customer will give Service Provider prompt written notice in parallel with an e-mail notification of such claim. Customer will also provide information, reasonable assistance as well as the sole authority to Service Provider to defend or settle such claim. (c) Service Provider may, at its reasonable discretion, (i) obtain for Customer the right to continue using Services, or (ii) replace or modify Services so that they become non-infringing; or (iii) cease to provide Services and reimburse Customer for reasonable expenses resulting therefrom. Security classification: Protected 8 10.3. No obligation (a) If Customer resolves the dispute with a Third Party without the prior written consent of Service Provider, Service Provider is not obliged to indemnify Customer in accordance with the provisions of 10.2 (Indemnification by Service Provider). (b) Service Provider will have no obligation to indemnify Customer if the infringement is based on an unauthorised modification of Services by Customer or a Third Party on Customer’s behalf or the usage of Services in combination with any hardware, software or material not consented to by Service Provider, unless Customer proves that such modification or usage had no influence on the asserted claims for infringement.