Common use of Cloudera’s Indemnification Obligations Clause in Contracts

Cloudera’s Indemnification Obligations. 8.1 Subject to this Section 8, Cloudera agrees, at its own expense, to pay all Damages (as defined below) and defend Customer from (or at Cloudera's option, settle) any claim instituted by a third party and asserted against Customer after the Effective Date that any Work Product (if any) or Cloudera Software when used in accordance with the applicable Documentation infringes any United States patent, copyright, trade secret or other proprietary right of a third party (each an "IP Claim"), provided that Customer: (i) promptly notifies Cloudera in writing of any such IP Claim; (ii) gives Cloudera sole control over the investigation, defense and settlement of the IP Claim; and (iii) assists and fully cooperates with Cloudera in the defense of same. Cloudera agrees to pay any damages awarded by a court of competent jurisdiction against Customer (or agreed to in a settlement by Cloudera) resulting from the IP Claim, including any awarded costs and awarded attorneys' fees (collectively "Damages"). Cloudera will not be responsible for any settlement (and the associated Damages agreed to in such settlement) that it does not approve in writing prior to such settlement. 8.2 Following notice of an IP Claim or any facts which may give rise to such IP Claim, Cloudera may, in its sole discretion and at its option: (i) procure for Customer the right to continue to use the Cloudera Software or Work Product (as applicable); (ii) replace the Cloudera Software or Work Product; (iii) modify the Cloudera Software or Work Product to make it non-infringing; or (iv) if Customer's use of the Cloudera Software or Work Product is enjoined in a non-appealable judgment and Cloudera determines that it is not commercially reasonable to perform any of alternatives (i) through (iii), Cloudera may: (a) terminate the license for the allegedly infringing Cloudera Software and refund the pre-paid and unused Subscription fees paid by Customer for the use of such allegedly infringing Cloudera Software or (b) terminate the Order Form under which the Work Product had the alleged infringement. Upon such Order Form termination, Customer must, at Cloudera’s option, return or destroy such Work Product and any and all Pre-Existing Property and Cloudera IP, and Cloudera will provide a refund of all Services fees paid under such Order Form for the allegedly infringing Work Product. 8.3 In no event will Cloudera have any obligations under this Section 8 or any liability for any IP Claim if the IP Claim is caused by, or results from: (i) Customer's combination or use of the Cloudera Software or Work Product with non-Cloudera software or services, or any equipment, data or other materials, if such IP Claim would have been avoided absent such combination or use; (ii) modification of the Cloudera Software or Work Product by anyone other than Cloudera if such IP Claim would have been avoided by use of the unmodified Cloudera Software or Work Product; (iii) Customer's continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (iv) Customer's use of the Cloudera Software or Work Product in a manner not strictly in accordance with this ESMA and the applicable Order Form; (v) Cloudera's modification of the Cloudera Software or Work Product in compliance with Customer's written instructions, requests or specifications; (vi) use of a release other than Cloudera's most current release of the Cloudera Software if the IP Claim would have been avoided by use of the most current release, provided Customer is given an opportunity to use such most current release for no additional fee, or (vii) any software made available under an open source license. 8.4 THIS SECTION 8 STATES CLOUDERA'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OR ALLEGED INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Cloudera’s Indemnification Obligations. 8.1 ‌ 7.1 Subject to this Section 87, Cloudera agrees, at its own expense, to pay all Damages (as defined below) and defend Customer from (or at Cloudera's option, settle) any claim instituted by a third party and asserted against Customer after the Effective Date that any Work Product (if any) or Cloudera Software when used in accordance with the applicable Documentation infringes any United States patent, copyright, trade secret or other proprietary right of a third party (each an "IP Claim"), provided that Customer: (i) promptly notifies Cloudera in writing of any such IP Claim; (ii) gives Cloudera sole control over the investigation, defense and settlement of the IP Claim; and (iii) assists and fully cooperates with Cloudera in the defense of same. Cloudera agrees to pay any damages awarded by a court of competent jurisdiction against Customer (or agreed to in a settlement by Cloudera) resulting from the IP Claim, including any awarded costs and awarded attorneys' fees (collectively "Damages"). Cloudera will not be responsible for any settlement (and the associated Damages agreed to in such settlement) that it does not approve in writing prior to such settlement.settlement.‌ 8.2 7.2 Following notice of an IP Claim or any facts which may give rise to such IP Claim, Cloudera may, in its sole discretion and at its option: : (i) procure for Customer the right to continue to use the Cloudera Software or Work Product (as applicable); (ii) replace the Cloudera Software or Work Product; (iii) modify the Cloudera Software or Work Product to make it non-infringing; or (iv) if Customer's use of the Cloudera Software or Work Product is enjoined in a non-appealable judgment and Cloudera determines that it is not commercially reasonable to perform any of alternatives (i) through (iii), Cloudera may: may (a) terminate the license for the allegedly infringing Cloudera Software and refund the pre-paid and unused Subscription fees paid by Customer for the use of such allegedly infringing Cloudera Software or (b) terminate the Order Form under which the Work Product had the alleged infringement. Upon such Order Form termination, Customer must, at Cloudera’s option, return or destroy such Work Product and any and all Pre-Existing Property and Cloudera IP, and Cloudera will provide a refund of all Services fees paid under such Order Form for the allegedly infringing Work Product. 8.3 7.3 In no event will Cloudera have any obligations under this Section 8 7 or any liability for any IP Claim if the IP Claim is caused by, or results from: (i) Customer's combination or use of the Cloudera Software or Work Product with non-Cloudera software or services, or any equipment, data or other materials, if such IP Claim would have been avoided absent such combination or use; (ii) modification of the Cloudera Software or Work Product by anyone other than Cloudera if such IP Claim would have been avoided by use of the unmodified Cloudera Software or Work Product; (iii) Customer's continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (iv) Customer's use of the Cloudera Software or Work Product in a manner not strictly in accordance with this ESMA and the applicable Order Form; (v) Cloudera's modification of the Cloudera Software or Work Product in compliance with Customer's written instructions, requests or specifications; (vi) use of a release other than Cloudera's most current release of the Cloudera Software if the IP Claim would have been avoided by use of the most current release, provided Customer is given an opportunity to use such most current release for no additional fee, or (vii) any software made available under an open source license. 8.4 7.4 THIS SECTION 8 7 STATES CLOUDERA'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OR ALLEGED INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Cloudera’s Indemnification Obligations. 8.1 7.1 Subject to this Section 87, Cloudera agrees, at its own expense, to pay all Damages (as defined below) and defend Customer from (or at Cloudera's option, settle) any claim instituted by a third party and asserted against Customer after the Effective Date that any Work Product (if any) or Cloudera Software when used in accordance with the applicable Documentation infringes any United States patent, copyright, trade secret or other proprietary right of a third party (each an "IP Claim"), provided that Customer: (i) promptly notifies Cloudera in writing of any such IP Claim; (ii) gives Cloudera sole control over the investigation, defense and settlement of the IP Claim; and (iii) assists and fully cooperates with Cloudera in the defense of same. Cloudera agrees to pay any damages awarded by a court of competent jurisdiction against Customer (or agreed to in a settlement by Cloudera) resulting from the IP Claim, including any awarded costs and awarded attorneys' fees (collectively "Damages"). Cloudera will not be responsible for any settlement (and the associated Damages agreed to in such settlement) that it does not approve in writing prior to such settlement. 8.2 7.2 Following notice of an IP Claim or any facts which may give rise to such IP Claim, Cloudera may, in its sole discretion and at its option: (i) procure for Customer the right to continue to use the Cloudera Software or Work Product (as applicable); (ii) replace the Cloudera Software or Work Product; (iii) modify the Cloudera Software or Work Product to make it non-infringing; or (iv) if Customer's use of the Cloudera Software or Work Product is enjoined in a non-appealable judgment and Cloudera determines that it is not commercially reasonable to perform any of alternatives (i) through (iii), Cloudera may: may (a) terminate the license for the allegedly infringing Cloudera Software and refund the pre-paid and unused Subscription fees paid by Customer for the use of such allegedly infringing Cloudera Software or (b) terminate the Order Form under which the Work Product had the alleged infringement. Upon such Order Form termination, Customer must, at Cloudera’s option, return or destroy such Work Product and any and all Pre-Existing Property and Cloudera IP, and Cloudera will provide a refund of all Services fees paid under such Order Form for the allegedly infringing Work Product. 8.3 7.3 In no event will Cloudera have any obligations under this Section 8 7 or any liability for any IP Claim if the IP Claim is caused by, or results from: (i) Customer's combination or use of the Cloudera Software or Work Product with non-Cloudera software or services, or any equipment, data or other materials, if such IP Claim would have been avoided absent such combination or use; (ii) modification of the Cloudera Software or Work Product by anyone other than Cloudera if such IP Claim would have been avoided by use of the unmodified Cloudera Software or Work Product; (iii) Customer's continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (iv) Customer's use of the Cloudera Software or Work Product in a manner not strictly in accordance with this ESMA and the applicable Order Form; (v) Cloudera's modification of the Cloudera Software or Work Product in compliance with Customer's written instructions, requests or specifications; (vi) use of a release other than Cloudera's most current release of the Cloudera Software if the IP Claim would have been avoided by use of the most current release, provided Customer is given an opportunity to use such most current release for no additional fee, or (vii) any software made available under an open source license. 8.4 7.4 THIS SECTION 8 7 STATES CLOUDERA'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OR ALLEGED INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Cloudera’s Indemnification Obligations. 8.1 Subject to this Section 8, Cloudera agrees, at its own expense, to pay all Damages (as defined below) and defend Customer from (or at Cloudera's option, settle) any claim instituted by a third party and asserted against Customer after the Effective Date that any Work Product (if any) or Cloudera Software when used in accordance with the applicable Documentation infringes any United States patent, copyright, trade secret or other proprietary right of a third party (each an "IP Claim"), provided that Customer: (i) promptly notifies Cloudera in writing of any such IP Claim; (ii) gives Cloudera sole control over the investigation, defense and settlement of the IP Claim; and (iii) assists and fully cooperates with Cloudera in the defense of same. Cloudera agrees to pay any damages awarded by a court of competent jurisdiction against Customer (or agreed to in a settlement by Cloudera) resulting from the IP Claim, including any awarded costs and awarded attorneys' fees (collectively "Damages"). Cloudera will not be responsible for any settlement (and the associated Damages agreed to in such settlement) that it does not approve in writing prior to such settlement. 8.2 Following notice of an IP Claim or any facts which may give rise to such IP Claim, Cloudera may, in its sole discretion and at its option: : (i) procure for Customer the right to continue to use the Cloudera Software or Work Product (as applicable); (ii) replace the Cloudera Software or Work Product; (iii) modify the Cloudera Software or Work Product to make it non-infringing; or (iv) if Customer's use of the Cloudera Software or Work Product is enjoined in a non-appealable judgment and Cloudera determines that it is not commercially reasonable to perform any of alternatives (i) through (iii), Cloudera may: (a) terminate the license for the allegedly infringing Cloudera Software and refund the pre-paid and unused Subscription fees paid by Customer for the use of such allegedly infringing Cloudera Software or (b) terminate the Order Form under which the Work Product had the alleged infringement. Upon such Order Form termination, Customer must, at Cloudera’s option, return or destroy such Work Product and any and all Pre-Existing Property and Cloudera IP, and Cloudera will provide a refund of all Services fees paid under such Order Form for the allegedly infringing Work Product. 8.3 In no event will Cloudera have any obligations under this Section 8 or any liability for any IP Claim if the IP Claim is caused by, or results from: (i) Customer's combination or use of the Cloudera Software or Work Product with non-Cloudera software or services, or any equipment, data or other materials, if such IP Claim would have been avoided absent such combination or use; (ii) modification of the Cloudera Software or Work Product by anyone other than Cloudera if such IP Claim would have been avoided by use of the unmodified Cloudera Software or Work Product; (iii) Customer's continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (iv) Customer's use of the Cloudera Software or Work Product in a manner not strictly in accordance with this ESMA and the applicable Order Form; (v) Cloudera's modification of the Cloudera Software or Work Product in compliance with Customer's written instructions, requests or specifications; (vi) use of a release other than Cloudera's most current release of the Cloudera Software if the IP Claim would have been avoided by use of the most current release, provided Customer is given an opportunity to use such most current release for no additional fee, or (vii) any software made available under an open source license. 8.4 THIS SECTION 8 STATES CLOUDERAXXXXXXXX'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OR ALLEGED INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.