Common use of Indemnification by Client Clause in Contracts

Indemnification by Client. CLIENT shall defend COMPANY against any Claim made or brought against COMPANY by a third party alleging that CLIENT content, or CLIENT use of the SERVICE in violation of this AGREEMENT, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (including privacy laws), and CLIENT shall indemnify COMPANY for any damages finally awarded against, and for reasonable legal fees incurred by, COMPANY in connection with any such Claim; provided, that COMPANY (i) promptly gives CLIENT written notice of the Claim; (ii) gives CLIENT sole control of the defense and settlement of the Claim (provided that CLIENT may not settle any Claim unless the settlement unconditionally releases COMPANY of all liability); and (iii) provides to CLIENT all reasonable assistance at COMPANY's expense.