Common use of Indemnification by Atlassian Clause in Contracts

Indemnification by Atlassian. We will defend you against any claim brought against you by a third party alleging that a Product, when used as authorized under this Agreement, infringes a United States or European Union patent or registered copyright (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Atlassian (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim to the extent permitted by 28 USC 516. If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund, in the case of Software, the license fee paid by you as reduced to reflect a three year straight-line depreciation from the license purchase date, and in the case of a Hosted Service, any prepaid amounts for the terminated portion of the Subscription Term. Atlassian’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Atlassian with respect to your license to Software or subscription to Hosted Services in the 12 month period immediately preceding the claim is less than US$50,000; (2) if the Product is modified by any party other than Atlassian, but solely to the extent the alleged infringement is caused by such modification; (3) if the Product is used in combination with any non-Atlassian product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Products; (5) to any Claim arising as a result of (y) Your Data, or (z) any third- party deliverables or components contained with the Products; (6) to any unsupported release of the Software; or (7) if you settle or make any admissions with respect to a claim without Atlassian’s prior written consent. THIS SECTION 20 (IP INDEMNIFICATION BY ATLASSIAN) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY ATLASSIAN UNDER THIS AGREEMENT. IF FOR ANY REASON YOU CANNOT ALLOW ANOTHER PARTY TO DEFEND IT (SUCH AS UNDER 28 USC 516), ATLASSIAN WILL HAVE NO OBLIGATION UNDER THIS INDEMNIFICATION CLAUSE TO YOU.

Indemnification by Atlassian. We will defend you against any claim brought against you by a third party alleging that a Product, when used as authorized under this Agreement, infringes a United States or European Union patent or registered copyright (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Atlassian (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim to the extent permitted by 28 USC 516. If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund, in the case of Software, the license fee paid by you as reduced to reflect a three year straight-line straight‐line depreciation from the license purchase date, and in the case of a Hosted Service, any prepaid amounts for the terminated portion of the Subscription Term. Atlassian’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Atlassian with respect to your license to Software or subscription to Hosted Services in the 12 month period immediately preceding the claim is less than US$50,000; (2) if the Product is modified by any party other than Atlassian, but solely to the extent the alleged infringement is caused by such modification; (3) if the Product is used in combination with any non-Atlassian non‐Atlassian product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Products; (5) to any Claim arising as a result of (y) Your Data, or (z) any third- third‐ party deliverables or components contained with the Products; (6) to any unsupported release of the Software; or (7) if you settle or make any admissions with respect to a claim without Atlassian’s prior written consent. THIS SECTION 20 (IP INDEMNIFICATION BY ATLASSIAN) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY ATLASSIAN UNDER THIS AGREEMENT. IF FOR ANY REASON YOU CANNOT ALLOW ANOTHER PARTY TO DEFEND IT (SUCH AS UNDER 28 USC 516), ATLASSIAN WILL HAVE NO OBLIGATION UNDER THIS INDEMNIFICATION CLAUSE TO YOU.

Indemnification by Atlassian. We will defend you against any claim brought against you by a third party alleging that a Product, when used as authorized under this Agreement, infringes a United States or European Union patent or registered copyright (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Atlassian (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you: : (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim to the extent permitted by 28 USC 516claim. If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund, in the case of Software, the license fee paid by you as reduced to reflect a three year straight-line depreciation from the license purchase date, and in the case of a Hosted Service, any prepaid amounts for the terminated portion of the Subscription Term. Atlassian’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Atlassian with respect to your license to Software or subscription to Hosted Services in the 12 month period immediately preceding the claim is less than US$50,000; (2) if the Product is modified by any party other than Atlassian, but solely to the extent the alleged infringement is caused by such modification; (3) if the Product is used in combination with any non-Atlassian product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Products; (5) to any Claim arising as a result of (y) Your Data, or (z) any third- party deliverables or components contained with the Products; (6) to any unsupported release of the Software; or (7) if you settle or make any admissions with respect to a claim without Atlassian’s prior written consent. THIS SECTION 20 (IP INDEMNIFICATION BY ATLASSIAN) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY ATLASSIAN UNDER THIS AGREEMENT. IF FOR ANY REASON YOU CANNOT ALLOW ANOTHER PARTY TO DEFEND IT (SUCH AS UNDER 28 USC 516), ATLASSIAN WILL HAVE NO OBLIGATION UNDER THIS INDEMNIFICATION CLAUSE TO YOU.;

Indemnification by Atlassian. We will defend you against any claim brought against you by a third party alleging that a Productthe Software, when used as authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a United States or European Union patent or registered copyright signatory to the Berne Convention (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by Atlassian (including reasonable attorneys’ fees) arising out of a Claim), provided that we have received from you: : (a) prompt written notice of the claim Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claimClaim, including providing us a copy of the claim and Claim, all relevant evidence in your possession, custody custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim to the extent permitted by 28 USC 516Claim. If your use of a Product the Software is (or in our opinion is likely to be) enjoined, if required whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a the right or license for your continued use of the Product Software in accordance with this Agreement; (ii) substitute a substantially functionally similar ProductSoftware; or (iii) terminate your right to continue using the Product Software and refundrefund any license fees pre-paid by you for use of the Software for the terminated portion of the applicable License Term or, in the case of Softwareany “perpetual” licenses, the license fee paid by you as reduced to reflect a three (3) year straight-line depreciation from the license purchase date, and in the case of a Hosted Service, any prepaid amounts for the terminated portion of the Subscription Term. Atlassian’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Atlassian with respect to your license to Software or subscription to Hosted Services in the 12 twelve (12) month period immediately preceding the claim Claim is less than US$50,000; (2) if the Product Software is modified by any party other than Atlassian, but solely to the extent the alleged infringement is caused by such modification; (3) if the Product is used in combination with any non-Atlassian product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Products; (5) to any Claim arising as a result of (y) Your Data, or (z) any third- party deliverables or components contained with the Products; (6) to any unsupported release of the Software; or (7) if you settle or make any admissions with respect to a claim without Atlassian’s prior written consent. THIS SECTION 20 (IP INDEMNIFICATION BY ATLASSIAN) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY ATLASSIAN UNDER THIS AGREEMENT. IF FOR ANY REASON YOU CANNOT ALLOW ANOTHER PARTY TO DEFEND IT (SUCH AS UNDER 28 USC 516), ATLASSIAN WILL HAVE NO OBLIGATION UNDER THIS INDEMNIFICATION CLAUSE TO YOU.;