Common use of INDEMNIFICATION BY C3 Clause in Contracts

INDEMNIFICATION BY C3. C3 shall defend the Customer, its respective officers, directors and employees (in this section collectively, the “Customer”) against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the use of the C3 Hub, as permitted herein, infringes or misappropriates the Intellectual Property Rights of a third party. C3 shall indemnify the Customer for any damages attributable to such use finally awarded against and for reasonable attorney’s fees incurred by the Customer in connection with any such claim; provided, that the Customer (a) promptly gives C3 written notice of the claim; (b) gives C3 sole control of the defense and settlement of the claim (provided that C3 may not settle such claim unless the settlement unconditionally releases the Customer of all liability with regards to the use of the C3 Hub as permitted herein); and (c) provides to C3 all reasonable assistance, at C3’s expense. In the event of an infringement claim related to the C3 Hub, C3 may, at C3’s expense and sole discretion, procure the right to continue the use of C3 Hub or replace (or modify) it with a functional equivalent to make it non-infringing. Nevertheless, C3 will have no obligations, responsibilities, or liabilities under this Section or otherwise and the Customer will reimburse C3 for any costs or damages paid by C3 for such claim if (i) the infringement is caused by the combination of the C3 Hub with, or use in combination with, any non- C3 product, service, content or business process, but only to the extent such infringement would not have arisen but for such combination, (ii) the infringement is willful by the Customer; (iii) the infringement results from any information, data, or other similar matter transmitted or received by the Customer using the C3 Hub or otherwise delivered, submitted, stored, or transmitted to or using the C3 Hub.

INDEMNIFICATION BY C3. C3 shall defend the Customer, its respective officers, directors and employees (in this section sections collectively, the “Customer”) against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the use of the C3 Hub, as permitted herein, infringes or misappropriates the Intellectual Property Rights of a third party. C3 shall indemnify the Customer for any damages attributable to such use finally awarded against and for reasonable attorney’s fees incurred by the Customer in connection with any such claim; provided, that the Customer (a) promptly gives C3 written notice of the claim; (b) gives C3 sole control of the defense and settlement of the claim (provided that C3 may not settle such claim unless the settlement unconditionally releases the Customer of all liability with regards to the use of the C3 Hub as permitted herein); and (c) provides to C3 all reasonable assistance, at C3’s expense. In the event of an infringement claim related to the C3 Hub, C3 may, at C3’s expense and sole discretion, procure the right to continue the use of C3 Hub or replace (or modify) it with a functional equivalent to make it non-infringingnon-­‐infringing. Nevertheless, C3 will have no obligations, responsibilities, or liabilities under this Section or otherwise and the Customer will reimburse C3 for any costs or damages paid by C3 for such claim if (i) the infringement is caused by the combination of the C3 Hub with, or use in combination with, any non- C3 non-­‐C3 product, service, content or business process, but only to the extent such infringement would not have arisen but for such combination, (ii) the infringement is willful by the Customer; (iii) the infringement results from any information, data, or other similar matter transmitted or received by the Customer using the C3 Hub or otherwise delivered, submitted, stored, or transmitted to or using the C3 Hub.

INDEMNIFICATION BY C3. C3 shall defend the Customer, its respective officers, directors and employees (in this section sections collectively, the “Customer”) against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the use of the C3 Hub, Reservations as permitted herein, herein infringes or misappropriates the Intellectual Property Rights of a third party. C3 shall indemnify the Customer for any damages attributable to such use finally awarded against and for reasonable attorney’s fees incurred by the Customer in connection with any such claim; provided, that the Customer (a) promptly gives C3 written notice of the claim; (b) gives C3 sole control of the defense and settlement of the claim (provided that C3 may not settle such claim unless the settlement unconditionally releases the Customer of all liability with regards to the use of the C3 Hub Reservations as permitted herein); and (c) provides to C3 all reasonable assistance, at C3’s expense. In the event of an infringement claim related to the C3 HubReservations, C3 may, at C3’s expense and sole discretion, procure the right to continue the use of C3 Hub Reservations or replace (or modify) it with a functional equivalent to make it non-infringing. Nevertheless, C3 will have no obligations, responsibilities, or liabilities under this Section or otherwise and the Customer will reimburse C3 for any costs or damages paid by C3 for such claim if (i) the infringement is caused by the combination of the C3 Hub Reservations with, or use in combination with, any non- non-C3 product, service, content or business process, but only to the extent such infringement would not have arisen but for such combination, (ii) the infringement is willful by the Customer; (iii) the infringement results from any information, data, or other similar matter transmitted or received by the Customer using the C3 Hub Reservations or otherwise delivered, submitted, stored, or transmitted to or using the C3 HubReservations.

INDEMNIFICATION BY C3. C3 shall defend the Customer, its respective officers, directors and employees (in this section collectively, the “Customer”) Customer against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the use of the C3 Hub, Reservations as permitted herein, herein infringes or misappropriates the Intellectual Property Rights of a third party. C3 , and shall indemnify the Customer for any damages attributable to such use finally awarded against against, and for reasonable attorney’s fees incurred by the Customer in connection with any such claim; provided, that the Customer (a) promptly gives give C3 written notice of the claim; (b) gives give C3 sole control of the defense and settlement of the claim (provided that C3 may not settle such claim unless the settlement unconditionally releases the Customer of all liability with regards to the use of the C3 Hub Reservations as permitted herein); and (c) provides provide to C3 all reasonable assistance, at C3’s expense. In the event of an infringement claim related to the C3 Hub, C3 may, at C3’s expense and sole discretion, procure the right to continue the use of C3 Hub or replace (or modify) it with a functional equivalent to make it non-infringing. Nevertheless, C3 will have no obligations, responsibilities, or liabilities under this Section or otherwise and the Customer will reimburse C3 for any costs or damages paid by C3 for such claim if (i) the infringement is caused by the combination of the C3 Hub Reservations with, or use in combination with, any non- C3 product, service, services or content that is not owned by C3 or business processpart of C3 Reservations in the form provided by C3 for all of its Customers, but only to the extent such infringement would not have arisen but for such combination, (ii) the infringement is willful by the Customerwillful; (iii) the infringement results from any information, data, or other similar matter transmitted or received by the a Customer using the C3 Hub Reservations or otherwise delivered, submitted, stored, or transmitted to or using the C3 Hub.Reservations;

INDEMNIFICATION BY C3. C3 shall defend the Customer, its respective officers, directors and employees (in this section sections collectively, the “Customer”) against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the use of the C3 Hub, as permitted herein, infringes or misappropriates the Intellectual Property Rights of a third party. C3 shall indemnify the Customer for any damages attributable to such use finally awarded against and for reasonable attorney’s fees incurred by the Customer in connection with any such claim; provided, that the Customer (a) promptly gives C3 written notice of the claim; (b) gives C3 sole control of the defense and settlement of the claim (provided that C3 may not settle such claim unless the settlement unconditionally releases the Customer of all liability with regards to the use of the C3 Hub as permitted herein); and (c) provides to C3 all reasonable assistance, at C3’s expense. In the event of an infringement claim related to the C3 Hub, C3 may, at C3’s expense and sole discretion, procure the right to continue the use of C3 Hub or replace (or modify) it with a functional equivalent to make it non-infringing. Nevertheless, C3 will have no obligations, responsibilities, or liabilities under this Section or otherwise and the Customer will reimburse C3 for any costs or damages paid by C3 for such claim if (i) the infringement is caused by the combination of the C3 Hub with, or use in combination with, any non- non-C3 product, service, content or business process, but only to the extent such infringement would not have arisen but for such combination, (ii) the infringement is willful by the Customer; (iii) the infringement results from any information, data, or other similar matter transmitted or received by the Customer using the C3 Hub or otherwise delivered, submitted, stored, or transmitted to or using the C3 Hub.

INDEMNIFICATION BY C3. C3 shall defend the Customer, its respective officers, directors and employees (in this section collectively, the “Customer”) against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the use of the C3 Hub, as permitted herein, infringes or misappropriates the Intellectual Property Rights of a third party. C3 shall indemnify the Customer for any damages attributable to such use finally awarded against and for reasonable attorney’s fees incurred by the Customer in connection with any such claim; provided, that the Customer (a) promptly gives C3 written notice of the claim; (b) gives C3 sole control of the defense and settlement of the claim (provided that C3 may not settle such claim unless the settlement unconditionally releases the Customer of all liability with regards to the use of the C3 Hub as permitted herein); and (c) provides to C3 all reasonable assistance, at C3’s expense. In the event of an infringement claim related to the C3 Hub, C3 may, at C3’s expense and sole discretion, procure the right to continue the use of C3 Hub or replace (or modify) it with a functional equivalent to make it non-infringing. Nevertheless, C3 will have no obligations, responsibilities, or liabilities under this Section or otherwise and the Customer will reimburse C3 for any costs or damages paid by C3 for such claim if (i) the infringement is caused by the combination of the C3 Hub with, or use in combination with, any non- non-C3 product, service, content or business process, but only to the extent such infringement would not have arisen but for such combination, (ii) the infringement is willful by the Customer; (iii) the infringement results from any information, data, or other similar matter transmitted or received by the Customer using the C3 Hub or otherwise delivered, submitted, stored, or transmitted to or using the C3 Hub.;