Common use of By Epicor Clause in Contracts

By Epicor. 7.1.1. Subject to the terms and conditions in the Agreement, Epicor will, at its own expense, defend Customer and its Affiliates, and their directors, officers and employees (each, an “Indemnified Party” and “Customer Indemnified Party”) against any claim, demand, suit, proceeding or action (each, a “Claim”), and will indemnify Customer Indemnified Parties for Losses finally awarded against them or amounts agreed to in a monetary settlement arising out of or in connection with such Claim to the extent the Claim is made or brought by or on behalf of an unaffiliated third party alleging that any Products furnished by Epicor hereunder infringe any copyright or patent, or misappropriate any trade secret, of such third party issued, honored or enforceable under U.S. laws or the laws of any other country where Epicor or its Affiliates have business operations (a “Customer Claim”). 7.1.2. Epicor has no obligation under the preceding Section or otherwise to the extent a Customer Claim is based on (i) use of the Products not in accordance with the Agreement or the applicable Documentation, (ii) use of the Products in combination with products or services not supplied by Epicor if infringement is caused by such combination, (iii) modification to the Products other than by or at Epicor’s direction or with Epicor’s written approval, (iv) Excluded Third-Party Applications, or (v) any other reason enumerated in a Product Supplement. 7.1.3. If a Customer Claim occurs, or if Epicor reasonably believes a Customer Claim may occur, Epicor may at its sole discretion and at no cost to Customer (i) modify the affected Product so that it no longer infringes or misappropriates, (ii) secure for Customer the right to continue using the affected Product in accordance with the Agreement, or (iii) if (i) and (ii) are not commercially and reasonably feasible, terminate the Agreement and/or Order with respect to the Product(s) that are or may be subject to the Customer Claim and in the case of (x) software Products furnished on a non-limited term (e.g., subscription) basis or hardware Products, refund the license or hardware fees paid therefor, and (y) Products other than those identified in clause (x) of this Section, refund any then prepaid fees therefor measured from the date of termination. 7.1.4. This Section 7.1 provides Epicor’s entire liability and Customer’s sole and exclusive remedy for infringement and misappropriation Claims.

By Epicor. 7.1.19.1.1. Subject to the terms and conditions in the Agreementcontained herein, Epicor will, at its own expense, defend Customer Partner and its Affiliates, Affiliates and their directors, officers and employees (each, an a “Partner Indemnified Party” and an “Customer Indemnified Party”) against any claim, demand, suit, proceeding or action (each, a “Claim”), and will shall indemnify Customer and hold harmless the Partner Indemnified Parties for Losses finally awarded from and against them any damages, costs (including but not limited to reasonable attorney fees and costs) or amounts agreed to in a monetary settlement arising out of or in connection with such Claim to the extent the Claim is made or brought by or on behalf of an unaffiliated a third party alleging that the Products or any Products Services furnished by Epicor hereunder or its Affiliates infringe any copyright or patent, or misappropriate misappropriates any trade secret, of such third party issued, honored or enforceable under U.S. laws or the laws of any other country where Epicor or its Affiliates have business operations (a “Customer Partner Claim”). 7.1.2. Epicor has no obligation under the preceding this Section or otherwise to the extent a Customer Partner Claim is based on (i) any use of the Products not in accordance with the Agreement or the applicable DocumentationDocumentation or Customer Agreement, (ii) any use of the Products or Services (furnished by Epicor or its Affiliates) in combination with other products or services not supplied by Epicor hereunder if the infringement is caused by such combination, (iii) modification to of the Products other than by or at Epicor’s direction direction, or with Epicor’s written approval, (iv) Excluded Third-any marketing claims or other actions by Partner not in compliance with the terms of the Agreement. Epicor has no liability or obligation under this Section with respect to Partner Claims involving Third Party Applications, or (v) any other reason enumerated in a Product Supplement. 7.1.39.1.2. If a Customer Partner Claim occurs, or if Epicor reasonably believes a Customer Partner Claim may occur, Epicor may at its sole discretion and at no cost to Customer Partner (i) modify the affected Product Products subject to the Partner Claim so that it they no longer infringes infringe or misappropriatesmisappropriate, (ii) secure for Customer Partner the right to continue using to resell the affected Product Products in accordance with the this Agreement, or (iii) if (i) and or (ii) are not commercially and reasonably feasible, terminate the Agreement and/or Order with respect to the Product(s) that are or may be Products subject to the Customer Claim and in the case of (x) software Products furnished on a non-limited term (e.g., subscription) basis or hardware Products, refund the license or hardware fees paid therefor, and (y) Products other than those identified in clause (x) of this Section, refund any then prepaid fees therefor measured from the date of terminationPartner Claim. 7.1.49.1.3. This Section 7.1 Section9.1 provides Epicor’s entire sole liability and CustomerPartner’s sole and exclusive remedy for against any intellectual property infringement and misappropriation ClaimsClaim.

By Epicor. 7.1.1. Subject to the terms and conditions in the Agreement, Epicor will, at its own expense, defend Customer and its Affiliates, and their directors, officers and employees (each, an “Indemnified Party” and “Customer Indemnified Party”) against any claim, demand, suit, proceeding or action (each, a “Claim”), and will indemnify Customer Indemnified Parties for Losses against any damages, liabilities, costs and expenses (including but not limited to reasonable attorney fees and costs) (“Losses”) finally awarded against them or amounts agreed to in a monetary settlement arising out of or in connection with such Claim to the extent the Claim is made or brought by or on behalf of an unaffiliated third party alleging that any the Products furnished by Epicor hereunder infringe any copyright or patent, or misappropriate any trade secret, of such third party issued, honored or enforceable under U.S. laws or the laws of any other country where Epicor or its Affiliates have business operations (a “Customer Claim”). 7.1.2. Epicor has no obligation under the preceding Section or otherwise to the extent a Customer Claim is based on any use of (i) use of the Products not in accordance with the Agreement or the applicable Documentation, (ii) use of the Products in combination with products or services not supplied by Epicor if infringement is caused by such combination, (iii) modification to the Products other than by or at Epicor’s direction or with Epicor’s written approval, (iv) Excluded Third-Third Party Applications, or (v) for any other reason enumerated in a Product Supplement. 7.1.3. If a Customer Claim occurs, or if Epicor reasonably believes a Customer Claim may occur, Epicor may at its sole discretion and at no cost to Customer (i) modify the affected Product so that it no longer infringes or misappropriates, (ii) secure for Customer the right to continue using the affected Product in accordance with the Agreement, or (iii) if (i) and (ii) are not commercially and reasonably feasible, terminate the Agreement and/or Order with respect to the Product(s) that are or may be subject to the Customer Claim and in the case of (x) software Products furnished on a non-limited term (e.g., subscription) basis or hardware Products, refund the license or hardware fees paid therefortherefore, and (y) Products other than those identified in clause (x) of this Section, refund any then prepaid fees therefor therefore measured from the date of termination. 7.1.4. This Section 7.1 provides Epicor’s entire liability and Customer’s sole and exclusive remedy for infringement and misappropriation Claims.