1NCIT Indemnification Sample Clauses

1NCIT Indemnification. Subject to the limitations on liability in this Agreement, including as set forth in Section 13, NCIT shall indemnify, defend and hold harmless Licensee and its affiliates, successors, and assigns from and against any and all Losses incurred by Licensee or other such indemnified party arising out of or relating to any legal suit, claim, action or proceeding (each, an “Action”) by a third party (other than an affiliate of Licensee) to the extent that such Losses arise from any allegation in such Action that Licensee’s or an Authorized User’s use of the Services (excluding Licensee Data and Third Party Materials) in compliance with this Agreement infringes a U.S. Intellectual Property Right. The foregoing obligation does not apply to any Action or Losses to the extent arising out of or relating to any: (a) access to or use of the Services or NCIT Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by NCIT; (b) modification of the Services or NCIT Materials other than: (i) by or on behalf of NCIT; or (ii) with NCIT’s written approval in accordance with NCIT’s written specification; (c) failure to timely implement any modifications, upgrades, replacements or enhancements made available to Licensee by or on behalf of NCIT; or (d) act, omission or other matter described in Section 12.2(a)-(g), whether or not the same results in any Action against or Losses by any NCIT Indemnitee.