Common use of FURTHER RESPONSIBILITIES Clause in Contracts

FURTHER RESPONSIBILITIES. 11.1 AT&T agrees to defend or settle any claim against Customer and to pay all Damages that a court may award against Customer, in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, except where the claim or suit arises out of or results from: Customer’s or User’s Content; modifications to the Service or combinations of the Service with non-AT&T services or products, by Customer or others; AT&T’s adherence to Customer’s written requirements; or, use of the Service in violation of this Agreement. Customer agrees to defend or settle any claim against AT&T and to pay all Damages that a court may award against AT&T in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, due to any of the exceptions in the preceding sentence. 11.2 Whenever AT&T is responsible under Section 11.1., AT&T may at its option either procure the right for Customer to continue using, or may replace or modify the alleged infringing Service so that the Service becomes non-infringing, but if those alternatives are not reasonably achievable, AT&T may terminate the affected Service without liability other than as stated in Section 11.1. 11.3 AT&T’s obligations and indemnities under this Agreement run exclusively to Customer and are not intended to extend to third parties that may use or be affected by Customer’s use of the Services. Where Customer authorizes or permits third parties to utilize the Services, it is Customer’s responsibility to limit its liability to such parties, and, therefore, except to the extent AT&T is obligated to indemnify Customer under this Article II, Customer agrees to defend or settle any claim against AT&T by such parties and to pay all Damages that a court may award against AT&T in any suit brought by such parties. 11.4 The indemnified party under this Article 11: (i) must notify the other party in writing promptly upon learning of any claim or suit for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the other party is prejudiced thereby; (ii) shall have the right to participate in such defense or settlement with its own counsel and at its sole expense, but the other party shall have control of the defense or settlement; and (iii) shall reasonably cooperate with the defense.

FURTHER RESPONSIBILITIES. 11.1 AT&T 10.1 ACC agrees to defend or settle any claim against Customer You and to pay all Damages that a court may award against Customer, You in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, except where the claim or suit arises out of or results from: Customer’s Your or User’s Content; modifications to the Service or combinations of the Service with non-AT&T ACC services or products, by Customer You or others; AT&TACC’s adherence to Customer’s Your written requirements; or, use of the Service in violation of this Agreement. Customer agrees You agree to defend or settle any claim settle, at Your own expense and without prejudice to ACC or ACC's continued provisioning of the Service to You or others, all claims or suits against AT&T and to pay all Damages that a court may award against AT&T in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, due to any of ACC covered by the exceptions in the preceding sentencesentence and shall immediately cease any activity which gives rise to the alleged infringement. The indemnifying party will also pay all Damages and costs that by final judgment may be assessed against the indemnified party due to infringement by the indemnifying party. 11.2 10.2 Whenever AT&T ACC is responsible under Section 11.1.10.1, AT&T ACC may at its option either procure the right for Customer You to continue using, or may replace or modify the alleged infringing Service so that the Service becomes non-infringingnoninfringing, but if those alternatives are not reasonably achievable, AT&T ACC may terminate the affected Service this Agreement without liability other than as stated in Section 11.110.1. 11.3 AT&T’s obligations 10.3 ACC grants to You the right to permit Users to access and indemnities under this Agreement run exclusively to Customer use the Services, provided that You shall remain solely responsible for the access and are not intended to extend to third parties that may use or be affected by Customer’s use any User of the Services. Where Customer authorizes or permits third parties to utilize the ServicesYou shall defend, it is Customer’s responsibility to limit its liability to such parties, and, therefore, except to the extent AT&T is obligated to indemnify Customer under this Article II, Customer agrees to defend or settle any claim and hold harmless ACC from and against AT&T by such parties and to pay all Damages that a court may award against AT&T in any suit brought by such partiesarising out of third party claims relating to Your or Users’ use of the Service or Content or performance of the Service. 11.4 10.4 The indemnified party under this Article 1110: (i) must notify the other party in writing promptly upon learning of any claim or suit for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the other party is prejudiced thereby; (ii) shall have the right to participate in such defense or settlement with its own counsel and at its sole expense, but acknowledges that the other party shall have control of the defense or settlement; and (iii) shall reasonably cooperate with the defense.

FURTHER RESPONSIBILITIES. 11.1 AT&T agrees to defend or settle any claim against Customer and to pay all Damages that a court may award against Customer, in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, except where the claim or suit arises out of or results from: Customer’s or User’s Content; modifications to the Service or combinations of the Service with non-AT&T services or products, by Customer or others; AT&T’s adherence to Customer’s written requirements; or, use of the Service in violation of this Agreement. Customer agrees to defend or settle any claim against AT&T and to pay all Damages that a court may award against AT&T in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, due to any of the exceptions in the preceding sentence. 11.2 Whenever AT&T is responsible under Section 11.1., AT&T may at its option either procure the right for Customer to continue using, or may replace or modify the alleged infringing Service so that the Service becomes non-infringingnoninfringing, but if those alternatives are not reasonably achievable, AT&T may terminate the affected Service without liability other than as stated in Section 11.1. 11.3 AT&T’s obligations and indemnities under this Agreement run exclusively to Customer and are not intended to extend to third parties that may use or be affected by Customer’s use of the Servicesservices. Where Customer authorizes or permits third parties to utilize the Services, it is Customer’s responsibility to limit its liability to such parties, and, therefore, except to the extent AT&T is obligated to indemnify Customer under this Article II11, Customer agrees to defend or settle any claim against AT&T by such parties and to pay all Damages that a court may award against AT&T in any suit brought by such parties. 11.4 The indemnified party under this Article 11: (i) must notify the other party in writing promptly upon learning of any claim or suit for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the other party is prejudiced thereby; (ii) shall have the right to participate in such defense or settlement with its own counsel and at its sole expense, but the other party shall have control of the defense or settlement; and (iii) shall reasonably cooperate with the defense.

FURTHER RESPONSIBILITIES. 11.1 AT&T 15.1 Atlantech agrees to defend or settle any claim against Customer Client and to pay all Damages that a court may award against Customer, Client in any suit in which a court of competent jurisdiction has ruled that alleges a Service infringes any patent, trademark, copyright or trade secret, except where the claim or suit arises out of or results from: Customer(i) Client’s or User’s Users’ Content; (ii) modifications to the Service or combinations of the Service with non-AT&T other services or products, by Customer Client, Users, or others; AT&Tor (iii) Atlantech’s adherence to CustomerClient’s written requirements; or, or use of the Service in violation of this Master Agreement. Customer Client agrees to defend or settle defend, hold harmless and indemnify Atlantech from and against any claim against AT&T and to pay all claims of any nature whatsoever (including, but not limited to, payment of all Damages that a court may award against AT&T Atlantech) in any suit in which a court of competent jurisdiction has ruled that alleges a Service infringes any patent, trademark, copyright or trade secret, due to any of the exceptions in the immediately preceding sentence. 11.2 15.2 Whenever AT&T Atlantech is responsible liable or potentially liable with regard to any claims arising under Section 11.1.15.1, AT&T may Atlantech may, at its option option, either procure the right for Customer Client to continue using, or may replace or modify the alleged infringing Service so that the Service becomes non-infringing, but if those alternatives are not reasonably achievable, AT&T Atlantech may terminate the affected Service immediately upon written notice thereof to Client without any liability of any nature whatsoever to Client and/or Users other than as stated in Section 11.115.1. 11.3 AT&T’s obligations 15.3 Atlantech grants to Client the right to permit Users to access and indemnities under this Agreement run exclusively to Customer and are not intended to extend to third parties that may use or be affected by Customer’s use of the Services. Where Customer authorizes or permits third parties to utilize the Services, it is Customersubject to and in accordance with the terms of this Master Agreement and provided that Client shall remain solely responsible for such access and use. Client shall defend, indemnify and hold harmless Atlantech from and against all claims for Damages associated with or arising out of third-party claims relating to Client’s responsibility to limit its liability to such parties, and, therefore, except to or Users’ use of Service or Content or performance of the extent AT&T is obligated to indemnify Customer under this Article II, Customer agrees to defend or settle any claim against AT&T by such parties and to pay all Damages that a court may award against AT&T in any suit brought by such partiesService. 11.4 15.4 The indemnified party under this Article 1115: (i) must notify the other party in writing promptly upon learning of any claim or suit for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the other party is prejudiced thereby; (ii) shall have the right to participate in such defense or settlement with its own counsel and at its sole expense, but the other party shall have control of the defense or settlement; and (iii) shall reasonably cooperate with the defense. 15.5 Client and Users are solely responsible, at Client’s and Users’ sole cost and expense, for backing up Client’s and Users' data and systems both during and after the provision of Services. Client shall bear the risk as well as all costs and expenses associated with or arising from any recovery or loss of data.

FURTHER RESPONSIBILITIES. 11.1 AT&T agrees to defend or settle any claim against Customer You and to pay all Damages that a court may award against Customer, You in any suit suit, that alleges a Service infringes any patent, trademark, copyright or trade secret, except where the claim or suit arises out of or results from: Customer’s Your or User’s 's Content; modifications to the Service or combinations of the Service with non-AT&T services or products, by Customer You or others; AT&T’s 's adherence to Customer’s Your written requirements; or, use of the Service in violation of this Agreement. Customer agrees You agree to defend or settle any claim settle, at Your own expense and without prejudice to AT&T or AT&T's continued provisioning of the Service to You or others, all claims or suits against AT&T and to pay all Damages that a court may award against AT&T in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, due to any of covered by the exceptions in the preceding sentencesentence and shall immediately cease any activity which gives rise to the alleged infringement. The indemnifying party will also pay all Damages and costs that by final judgment may be assessed against the indemnified party due to infringement by the indemnifying party. 11.2 Whenever AT&T is responsible under Section 11.1., AT&T may at its option either procure the right for Customer You to continue using, or may replace or modify the alleged infringing Service so that the Service becomes non-infringingnoninfringing, but if those alternatives are not reasonably achievable, AT&T may terminate the affected Service Attachment without liability other than as stated in Section 11.1. 11.3 AT&T’s obligations AT&T grants to You the right to permit Users to access and indemnities under this Agreement run exclusively to Customer use the Services, provided that You shall remain solely responsible for the access and are not intended to extend to third parties that may use or be affected by Customer’s use any User of the Services. Where Customer authorizes or permits third parties to utilize the ServicesYou shall defend, it is Customer’s responsibility to limit its liability to such parties, and, therefore, except to the extent indemnify and hold harmless AT&T is obligated to indemnify Customer under this Article II, Customer agrees to defend or settle any claim against AT&T by such parties from and to pay all Damages that a court may award against AT&T in any suit brought by such parties. 11.4 The indemnified arising out of third party under this Article 11: (i) must notify the other party in writing promptly upon learning of any claim claims relating to Your or suit for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the other party is prejudiced thereby; (ii) shall have the right to participate in such defense or settlement with its own counsel and at its sole expense, but the other party shall have control Users' use of the defense Service or settlement; and (iii) shall reasonably cooperate with Content or performance of the defenseService.

FURTHER RESPONSIBILITIES. 11.1 AT&T agrees to defend or settle any claim against Customer and to pay all Damages that a court may award against Customer, in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, except where the claim or suit arises out of or results from: Customer’s or User’s Content; modifications to the Service or combinations of the Service with non-AT&T services or products, by Customer or others; AT&T’s adherence to Customer’s written requirements; or, use of the Service in violation of this Agreement. Customer agrees to defend or settle any claim against AT&T and to pay all Damages that a court may award against AT&T in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, due to any of the exceptions in the preceding sentence. 11.2 Whenever AT&T is responsible under Section 11.1., AT&T may at its option either procure the right for Customer to continue using, or may replace or modify the alleged infringing Service so that the Service becomes non-infringing, but if those alternatives are not reasonably achievable, AT&T may terminate the affected Service without liability other than as stated in Section 11.1. 11.3 AT&T’s obligations and indemnities under this Agreement run exclusively to Customer and are not intended to extend to third parties that may use or be affected by Customer’s use of the Services. Where Customer authorizes or permits third parties to utilize the Services, it is Customer’s responsibility to limit its liability to such parties, and, therefore, except to the extent AT&T is obligated to indemnify Customer under this Article II11, Customer agrees to defend or settle any claim against AT&T by such parties and to pay all Damages that a court may award against AT&T in any suit brought by such parties. 11.4 The indemnified party under this Article 11: (i) must notify the other party in writing promptly upon learning of any claim or suit for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the other party is prejudiced thereby; (ii) shall have the right to participate in such defense or settlement with its own counsel and at its sole expense, but the other party shall have control of the defense or settlement; and (iii) shall reasonably cooperate with the defense.