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 liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) arising from an allegation that Customer’s Unauthorized Use of the Software or any Customer Content or materials infringe or violate the contractual, privacy or intellectual property rights of a third party; and shall indemnify insightsoftware Indemnitees from and against 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.

Customer’s Indemnification Obligation. Subject to the terms and conditions set forth in this Section 7.111.1, Customer shall, at its own expense, defend insightsoftware and its Affiliates, subsidiaries, officers, directors, shareholders, and employees employees, (collectively, “insightsoftware Indemnitees”) from and against any and all allegations, threats, claims, suits, and proceedings brought by unaffiliated third parties (collectively, collectively “Claims”) arising from liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) arising from an allegation that Customer’s Unauthorized Use unauthorized use of the Software or any Customer Content or materials infringe or violate the contractual, privacy or intellectual property rights of a data infringes such third party’s copyrights or trademarks, or misappropriates such third party’s trade secrets; and shall indemnify insightsoftware Indemnitees from and against 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.