Common use of Indemnification by CCH Clause in Contracts

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates at CCH’s 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 party alleging that the Software as provided hereunder infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim.

Appears in 6 contracts

Samples: www.wolterskluwer.com, CCH Prosystem Fx Master Agreement, CCH Prosystem Fx Master Agreement

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Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s 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 party parties alleging that Customer’s use of the Software Application as provided hereunder and permitted herein infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim.

Appears in 4 contracts

Samples: CCH Axcess Master Agreement, CCH Axcess Master Agreement, CCH Axcess Master Agreement

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s 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 party parties alleging that Customer’s use of the Software Application as provided hereunder and permitted herein infringes or violates such third third-party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim.

Appears in 3 contracts

Samples: Axcess Master Agreement, CCH Axcess Master Agreement, CCH Axcess Master Agreement

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates at CCH’s 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 third-party alleging that the Software as provided hereunder infringes or violates such third third-party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim.

Appears in 2 contracts

Samples: CCH Prosystem Fx Master Agreement, CCH Prosystem Fx Master Agreement

Indemnification by CCH. 8.2.1. 8.2.1 Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates at CCH’s 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 party alleging that the Software Tools as provided and use permitted hereunder infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim.

Appears in 1 contract

Samples: CCH Tax Software Master Agreement

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Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s 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 party parties alleging that Customer’s use of the Software Application as provided hereunder permitted herein infringes or violates such any third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim.

Appears in 1 contract

Samples: Services Agreement

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates affiliates at CCH’s 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 party alleging that the Software as provided hereunder infringes or violates such any third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim.

Appears in 1 contract

Samples: License Agreement

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