Common use of Customer’s Indemnification Obligation Clause in Contracts

Customer’s Indemnification Obligation. Subject to the terms and conditions set forth in this Section 7.1, Customer shall, at its own expense, defend insightsoftware and its Affiliates, officers, directors, shareholders, and employees (collectively, “insightsoftware Indemnitees”) from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively, “Claims”) arising from Customer’s Unauthorized Use of the Software or from Customer Content; and shall indemnify insightsoftware Indemnitees from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such a Claim. The foregoing indemnification obligations apply only if each of the following conditions are met: insightsoftware (i) gives Customer prompt written notice of such Claim, (ii) grants Customer sole control of the defense or settlement of such Claim, and (iii) reasonably cooperates with Customer, at Customer’s expense, in its defense or settlement of the Claim. insightsoftware may appear (at insightsoftware’s own expense) through counsel reasonably acceptable to Customer (subject to 7.1(ii)). Any settlement of a Claim will not include a financial or specific performance obligation on, or admission of liability by insightsoftware.