Common use of CiteRight Indemnification Clause in Contracts

CiteRight Indemnification. CiteRight shall indemnify, defend and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by such Customer Indemnitee arising out of or relating to any Actions by a third party (other than an Affiliate of a Customer Indemnitee) to the extent that such Losses arise from any allegation in such Action that Customer’s or an Authorized User’s use of the CiteRight Services (excluding Customer Data and Third-Party Materials) in compliance with this Agreement (including the Specifications) infringes an IP Right protected in Canada. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: (a) material breach of Customer’s obligations under Section 3.2; (b) access to, or use of, the CiteRight Services or CiteRight Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by CiteRight; (c) modification of the CiteRight Services or CiteRight Materials other than: (i) by or on behalf of CiteRight; or (ii) with CiteRight’s written approval in accordance with CiteRight’s written specification; or (d) failure to timely implement any modifications, upgrades, replacements or enhancements made available to Customer by or on behalf of CiteRight.