Common use of Customer Indemnification Clause in Contracts

Customer Indemnification. (1) Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (A) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (B) the negligence or willful misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (C) any breach of alleged breach of this agreement by Customer; or (D) an allegation that any Customer Content infringes or misappropriates any Intellectual Property, privacy or other legal right of any third party. (2) S&SC shall notify Customer with reasonable promptness upon learning of any Claim for which S&SC seeks defense, settlement or indemnification from Customer, but S&SC’s failure to do so will have no effect except to the extent Customer is prejudiced thereby. S&SC shall allow Customer to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the defense, but Customer shall use counsel reasonably experienced in the subject matter at issue and shall not settle a Claim without the written consent of S&SC.

Customer Indemnification. (1) Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (A) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (B) the negligence or willful misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (C) any breach of or alleged breach of this agreement by Customer; or (D) an allegation that any Customer Content infringes or misappropriates any Intellectual Property, privacy or other legal right of any third party. (2) S&SC shall notify Customer with reasonable promptness upon learning of any Claim for which S&SC seeks defense, settlement or indemnification from Customer, but S&SC’s failure to do so will have no effect except to the extent Customer is prejudiced thereby. S&SC shall allow Customer to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the defense, but Customer shall use counsel reasonably experienced in the subject matter at issue and shall not settle a Claim without the written consent of S&SC.

Customer Indemnification. (1) Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (A) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (B) the negligence or willful misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (C) any breach of or alleged breach of this agreement by Customer; or (D) an allegation that any Customer Content infringes or misappropriates any Intellectual Property, privacy or other legal right of any third non-party. (2) S&SC shall notify Customer with reasonable promptness upon learning of any Claim for which S&SC seeks defense, settlement or indemnification from Customer, but S&SC’s failure to do so will have no effect except to the extent Customer is prejudiced thereby. S&SC shall allow Customer to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the defense, but Customer shall use counsel reasonably experienced in the subject matter at issue and shall not settle a Claim without the written consent of S&SC.

Customer Indemnification. (1) Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (A) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (B) the negligence or willful misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (C) any breach of alleged breach of this agreement by Customer; or (D) an allegation that any Customer Content Simulator Data infringes or misappropriates any Intellectual Property, privacy or other legal right of any third party. (2) S&SC shall notify Customer with reasonable promptness upon learning of any Claim for which S&SC seeks defense, settlement or indemnification from Customer, but S&SC’s failure to do so will have no effect except to the extent Customer is prejudiced thereby. S&SC shall allow Customer to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the defense, but Customer shall use counsel reasonably experienced in the subject matter at issue and shall not settle a Claim without the written consent of S&SC.

Customer Indemnification. (1) Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx, Xxxxxxx Xxxxxxx Corporation and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (A) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (B) the negligence or willful misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (C) any breach of alleged breach of this agreement by Customer; or (D) an allegation that any Customer Content infringes or misappropriates any Intellectual Property, privacy or other legal right of any third non-party. (2) S&SC shall notify Customer with reasonable promptness upon learning of any Claim for which S&SC seeks defense, settlement or indemnification from Customer, but S&SC’s failure to do so will have no effect except to the extent Customer is prejudiced thereby. S&SC shall allow Customer to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the defense, but Customer shall use counsel reasonably experienced in the subject matter at issue and shall not settle a Claim without the written consent of S&SC.

Customer Indemnification. (1) Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx, Xxxxxxx Xxxxxxx Corporation and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (A) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (B) the negligence or willful misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (C) any breach of alleged breach of this agreement by Customer; or (D) an allegation that any Customer Content infringes or misappropriates any Intellectual Property, privacy or other legal right of any third party. (2) S&SC shall notify Customer with reasonable promptness upon learning of any Claim for which S&SC seeks defense, settlement or indemnification from Customer, but S&SC’s failure to do so will have no effect except to the extent Customer is prejudiced thereby. S&SC shall allow Customer to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the defense, but Customer shall use counsel reasonably experienced in the subject matter at issue and shall not settle a Claim without the written consent of S&SC.

Customer Indemnification. (1) Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx, Xxxxxxx Xxxxxxx Corporation and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (A) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (B) the negligence or willful misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (C) any breach of or alleged breach of this agreement by Customer; or (D) an allegation that any Customer Content infringes or misappropriates any Intellectual Property, privacy or other legal right of any third party. (2) S&SC shall notify Customer with reasonable promptness upon learning of any Claim for which S&SC seeks defense, settlement or indemnification from Customer, but S&SC’s failure to do so will have no effect except to the extent Customer is prejudiced thereby. S&SC shall allow Customer to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the defense, but Customer shall use counsel reasonably experienced in the subject matter at issue and shall not settle a Claim without the written consent of S&SC.