Common use of ForgeRock Intellectual Property Indemnification Clause in Contracts

ForgeRock Intellectual Property Indemnification. ForgeRock agrees to indemnify and defend Named Account, its officers, directors, employees, and agents against any damages finally awarded against Named Account including reasonable attorney’s fees incurred in connection with a third party claim alleging that the Named Account’s use of the unaltered Software infringes or misappropriates any third party U.S. or European Union member states’ patent, trade secret, or copyright. In the event of a claim under this Section 9.1, Named Account will provide prompt written notice of such claim to ForgeRock, grant ForgeRock the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance (at ForgeRock’s expense). In the event of a claim or threatened claim under this Section 9.1 by a third party, ForgeRock may, at its sole option: (a) revise the Software so that it is no longer infringing; (b) obtain the right for Named Account to continue using the Software; or (c) terminate the Agreement upon thirty (30) days notice and refund any pro-rata unused, pre-paid license fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations from claim that arise from: (i) a version of the Software other than the then current version; (ii) modification of the Software by anyone other than ForgeRock, and such claim would not have been made but for the modification; (iii) combination, operation or use of the Software with any other products not supplied by ForgeRock, and such claim would not have been made but for the combination, operation or nonconforming use; (iv) any claim made for any use of the Software outside of a valid Subscription Term; or (v) any claim or damages arising after ForgeRock’s notice to Named Account that Named Account should cease use of the Software in accordance with this paragraph.

ForgeRock Intellectual Property Indemnification. ForgeRock agrees to indemnify and defend Named Account, its officers, directors, employees, and agents Customer against any damages finally awarded against Named Account Customer including reasonable attorney’s legal fees incurred in connection with a third party claim alleging that the Named AccountCustomer’s use of the unaltered Software infringes or misappropriates any third party UK, U.S. or European Union member states’ patentpatent or copyright in the country designated for delivery of the Software in accordance with the terms of this Agreement, trade secret, or copyright. In the event of a claim under this Section 9.1, Named Account will provide provided that Customer provides prompt written notice of such claim to ForgeRock, grant grants ForgeRock the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance (at ForgeRock’s expense)assistance. In the event of a claim or threatened claim under this Section 9.1 by a third party, ForgeRock may, at its sole option: (a) revise the Software so that it is no longer infringing; , (b) obtain the right for Named Account Customer to continue using the Software; , or (c) terminate the Agreement upon thirty (30) days days’ notice and refund any pro-rata unused, pre-paid license fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations from claim that arise fromclaims arising out of or relating to: (i) a version of the Software other than the then current version; (ii) modification of the Software by anyone other than ForgeRock, and such claim would not have been made but for the modification; (iii) combination, operation or use of the Software with any other products or software not supplied by ForgeRock, and such claim would not have been made but for the combination, operation or nonconforming use; (iv) any claim made for unauthorized use of the Software including any use of the Software outside of a valid Subscription Term; or (v) any claim or damages arising after ForgeRock’s notice to Named Account Customer that Named Account Customer should cease use of the Software in accordance with this paragraph.

ForgeRock Intellectual Property Indemnification. ForgeRock agrees to indemnify and defend Named Account, its officers, directors, employees, and agents Partner against any damages finally awarded against Named Account Partner including reasonable attorney’s fees incurred in connection with a third party claim alleging that the Named AccountPartner’s use of the unaltered Software infringes or misappropriates any third party UK, U.S. or European Union member states’ patentpatent or copyright in the country designated for delivery of the Software in accordance with the terms of this Agreement, trade secret, or copyright. In the event of a claim under this Section 9.1, Named Account will provide provided that Partner provides prompt written notice of such claim to ForgeRock, grant grants ForgeRock the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance (at ForgeRock’s expense)assistance. In the event of a claim or threatened claim under this Section 9.1 by a third party, ForgeRock may, at its sole option: (a) revise the Software so that it is no longer infringing; (b) obtain the right for Named Account Partner to continue using the Software; or (c) terminate the Agreement upon thirty (30) days days’ notice and refund any pro-rata unused, pre-paid license fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations from claim claims that arise from: arising out of or relating to (i) a version of the Software other than the then current version; (ii) modification of the Software by anyone other than ForgeRock, and such claim would not have been made but for the modification; (iii) combination, operation or use of the Software with any other products not supplied by ForgeRock, and such claim would not have been made but for the combination, operation or nonconforming use; (iv) any claim made for any use of the Software outside of a valid Subscription Term; or (v) any claim or damages arising after ForgeRock’s notice to Named Account Partner that Named Account Partner should cease use of the Software in accordance with this paragraph.

ForgeRock Intellectual Property Indemnification. ForgeRock XxxxxXxxx agrees to indemnify and defend Named Account, its officers, directors, employees, and agents Partner against any damages finally awarded against Named Account Partner including reasonable attorney’s fees incurred in connection with a third party claim alleging that the Named AccountPartner’s use of the unaltered Software infringes or misappropriates any third party UK, U.S. or European Union member states’ patentpatent or copyright in the country designated for delivery of the Software in accordance with the terms of this Agreement, trade secret, or copyright. In the event of a claim under this Section 9.1, Named Account will provide provided that Partner provides prompt written notice of such claim to ForgeRock, grant grants ForgeRock the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance (at ForgeRock’s expense)assistance. In the event of a claim or threatened claim under this Section 9.1 by a third party, ForgeRock may, at its sole option: (a) revise the Software so that it is no longer infringing; (b) obtain the right for Named Account Partner to continue using the Software; or (c) terminate the Agreement upon thirty (30) days days’ notice and refund any pro-rata unused, pre-paid license fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations from claim claims that arise from: arising out of or relating to (i) a version of the Software other than the then current version; (ii) modification of the Software by anyone other than ForgeRock, and such claim would not have been made but for the modification; (iii) combination, operation or use of the Software with any other products not supplied by ForgeRock, and such claim would not have been made but for the combination, operation or nonconforming use; (iv) any claim made for any use of the Software outside of a valid Subscription Term; or (v) any claim or damages arising after ForgeRockXxxxxXxxx’s notice to Named Account Partner that Named Account Partner should cease use of the Software in accordance with this paragraph.