Common use of Indemnification by CCH SFS Clause in Contracts

Indemnification by CCH SFS. 8.2.1. Subject to the other terms and conditions set forth herein, CCH SFS agrees to defend Customer, its employees, officers and directors, at CCH SFS’ sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any third parties alleging that Customer’s use of the Hosted Application as provided and permitted herein infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (a) CCH SFS is notified promptly in writing of the claim; (b) CCH SFS controls the defense, settlement and approval of the claim; and (c) Customer provides reasonable cooperation and assistance to CCH SFS (including all necessary authority and required information in connection with the defense or settlement of the claim).

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement

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Indemnification by CCH SFS. 8.2.1. Subject to the other terms and conditions set forth herein, CCH SFS agrees to defend Customer, its employees, officers officers, directors and directors, Affiliates at CCH SFS’ sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third parties party alleging that Customer’s use of the Hosted Application Product as provided and permitted herein hereunder infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (ai) CCH SFS is notified promptly in writing of the claim; (bii) CCH SFS controls the defense, settlement and approval of the claim; and (ciii) Customer provides reasonable cooperation reasonably cooperates, assists and assistance gives all necessary authority to CCH SFS (including all necessary authority and reasonably required information in connection with the defense or settlement of the claim).

Appears in 2 contracts

Samples: Product License Agreement, Product License Agreement

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