Common use of Customer shall Clause in Contracts

Customer shall. (i) indemnify and hold harmless Masergy, its principals, officers, directors, agents, and employees (the “Masergy Indemnified Parties”) from and against any liability, loss, cost, damage or expense incurred by the Masergy Indemnified Parties that arises from (a) any Customer Negligence, or (b) the use or misuse of the Services by Customer or an end user given access to the Services by Customer, including, but not limited to, (1) a violation of the AUP; (2) a failure to pay taxes or fees arising from the use of the Services by Customer or such end user; or (3) the use of the Services to transmit, distribute or store material in violation of a law or regulation, including material protected by patent, copyright, trademark or other intellectual property right without authorization of the owner, or material that is obscene, defamatory, constitutes an illegal threat or harassment, or violates export control laws; and (ii) either defend the Masergy Indemnified Parties against, or pay their reasonable attorney’s fees and court costs incurred in defending against, any third party or government claims or actions arising from any Customer Negligence. “Customer Negligence” shall mean the gross negligence or intentional misconduct of Customer or Customer’s principals, officers, directors, agents or employees.

Customer shall. (i) indemnify and hold harmless Masergy, its principals, officers, directors, agents, and employees (the “Masergy Indemnified Parties”) from and against any liability, loss, cost, damage or expense incurred by the Masergy Indemnified Parties that arises from (a) any Customer Negligence, or (b) the use or misuse of the Services by Customer or an end user given access to the Services by Customer, including, but not limited to, (1) a violation of the AUP; (2) a failure to pay taxes or fees arising from the use of the Services by Customer or such end user; or (3) the use of the Services to transmit, distribute or store material in violation of a law or regulation, including material protected by patent, copyright, trademark or other intellectual property right without authorization of the owner, or material that is obscene, defamatory, constitutes an illegal threat or harassment, or violates export control laws; and (ii) either defend the Masergy Indemnified Parties against, or pay their reasonable attorney’s fees and court costs incurred in defending against, any third party or government claims or actions arising from any Customer Negligence. “Customer Negligence” shall mean the gross negligence or intentional misconduct of Customer or Customer’s principals, officers, directors, agents or employees.