Customer Indemnity of Splunk Sample Clauses

Customer Indemnity of Splunk. Unless expressly prohibited by applicable law, Customer will defend, and pay all damages (including attorneys’ fees and costs) finally awarded against Splunk, or that are agreed to in a court- approved settlement, to the extent a claim, demand, suit or proceeding is made or brought against a Splunk Entity by a third party (including those brought by a government entity) that: (i) alleges that Customer Data, Customer Content, Customer Applications or Customer’s use of any Splunk Cloud Service infringes or misappropriates such third party’s patent, copyright, trademark or trade secret, or violates another right of a third party, (ii) arises out of the activities of Users, (iii) alleges that Customer Data, Customer Content, Customer Applications or Customer use of any Splunk Cloud Service violates applicable law or regulation, or (iv) arises out of a dispute between Customer and another customer of Splunk (each, a “Splunk Claim”), provided that Splunk: (a) gives Customer prompt written notice of the Splunk Claim, (b) gives Customer sole control of the defense and settlement of the Splunk Claim except that Customer may not settle any Splunk Claim that requires any action or forbearance on Splunk’s part without Splunk’s prior consent (that Splunk will not unreasonably withhold or delay), and (c) Splunk gives Customer all reasonable assistance, at Customer expense.