Common use of Indemnification by Customer Clause in Contracts

Indemnification by Customer. Customer will defend Xxxxxx and its Affiliates against any claim, demand, suit, or proceeding made or brought against Xxxxxx by a third party (a) alleging that the combination of a third-party application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement (each a “Claim Against Xxxxxx”), and shall indemnify Xxxxxx for any damages, attorney fees and costs finally awarded against Xxxxxx as a result of, or for any amounts paid by Xxxxxx under a judgment, or court-approved settlement of, a Claim Against Xxxxxx; provided that Xxxxxx (a) promptly gives Customer written notice of the Claim Against Xxxxxx; (b) gives Customer sole control of the defense and settlement of the Claim Against Xxxxxx (provided that Customer may not settle any Claim Against Xxxxxx unless the settlement unconditionally releases Xxxxxx of all liability); and (c) provides to Customer all reasonable assistance at Customer’s expense.

Indemnification by Customer. Customer will shall defend Xxxxxx and its Affiliates against any claim, demand, suit, suit or proceeding made or brought against Xxxxxx by a third party (a) alleging that the combination of a third-party application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rightsData, or (b) arising from Customer’s use of the Services in an unlawful manner breach of this Agreement, infringes or in violation misappropriates the intellectual property rights of the Agreement a third party or violates applicable law (each a “"Claim Against Xxxxxx”"), and shall indemnify Xxxxxx for any damages, attorney fees and costs finally awarded against Xxxxxx as a result of, or for any amounts paid by Xxxxxx under a judgment, or court-approved settlement of, a Claim Against Xxxxxx; provided that Xxxxxx (a) promptly gives Customer written notice of the Claim Against Xxxxxx; (b) gives Customer sole control of the defense and settlement of the Claim Against Xxxxxx (provided that Customer may not settle any Claim Against Xxxxxx unless the settlement unconditionally releases Xxxxxx of all liability); and (c) provides to Customer all reasonable assistance at Customer’s expense.

Indemnification by Customer. Customer will defend Xxxxxx and its Affiliates against any claim, demand, suit, or proceeding made or brought against Xxxxxx by a third party (a) alleging that the combination of a third-party application or configuration provided by Customer and used with the ServicesTools, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services Tools in an unlawful manner or in violation of the Agreement (each a “Claim Against Xxxxxx”), and shall indemnify Xxxxxx for any damages, attorney fees and costs finally awarded against Xxxxxx as a result of, or for any amounts paid by Xxxxxx under a judgment, or court-approved settlement of, a Claim Against Xxxxxx; provided that Xxxxxx (a) promptly gives Customer written notice of the Claim Against Xxxxxx; (b) gives Customer sole control of the defense and settlement of the Claim Against Xxxxxx (provided that Customer may not settle any Claim Against Xxxxxx unless the settlement unconditionally releases Xxxxxx of all liability); and (c) provides to Customer all reasonable assistance at Customer’s expense.

Indemnification by Customer. Customer will defend Xxxxxx and its Affiliates against any claim, demand, suit, or proceeding made or brought against Xxxxxx by a third party (a) alleging that the combination of a third-party application or configuration provided by Customer and used with the ServicesTools, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services Tools in an unlawful manner or in violation of the Agreement (each a “Claim Against Xxxxxx”), and shall indemnify Xxxxxx for any damages, attorney fees and costs finally awarded against Xxxxxx as a result of, or for any amounts paid by Xxxxxx under a judgment, or court-approved settlement of, a Claim Against Xxxxxx; provided that Xxxxxx (a) promptly gives Customer written notice of the Claim Against Xxxxxx; (b) gives Customer sole control of the defense and settlement of the Claim Against Xxxxxx (provided that Customer may not settle any Claim Against Xxxxxx unless the settlement unconditionally releases Xxxxxx of all liability); and (c) provides to Customer all reasonable assistance at Customer’s expense. This Section 7 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

Indemnification by Customer. Customer will defend Xxxxxx and its Affiliates against any claim, demand, suit, or proceeding made or brought against Xxxxxx by a third party (a) alleging that the combination of a third-third- party application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement (each a “Claim Against Xxxxxx”), and shall indemnify Xxxxxx for any damages, attorney fees and costs finally awarded against Xxxxxx as a result of, or for any amounts paid by Xxxxxx under a judgment, or court-approved settlement of, a Claim Against Xxxxxx; provided that Xxxxxx (a) promptly gives Customer written notice of the Claim Against Xxxxxx; (b) gives Customer sole control of the defense and settlement of the Claim Against Xxxxxx (provided that Customer may not settle any Claim Against Xxxxxx unless the settlement unconditionally releases Xxxxxx of all liability); and (c) provides to Customer all reasonable assistance at Customer’s expense.

Indemnification by Customer. Customer will defend Xxxxxx and its Affiliates against any claim, demand, suit, or proceeding made or brought against Xxxxxx by a third party (a) alleging that the combination of a third-party application or configuration provided by Customer and used with the ServicesTools, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services Tools in an unlawful manner or in violation of the Agreement (each a “Claim Against Xxxxxx”), and shall indemnify Xxxxxx for any damages, attorney fees and costs finally awarded against Xxxxxx as a result of, or for any amounts paid by Xxxxxx under a judgment, or court-approved settlement of, a Claim Against Xxxxxx; provided that Xxxxxx (a) promptly gives Customer written notice of the Claim Against Xxxxxx; (b) gives Customer sole control of the defense and settlement of the Claim Against Xxxxxx (provided that Customer may not settle any Claim Against Xxxxxx unless the settlement unconditionally releases Xxxxxx of all liability); and (c) provides to Customer all reasonable assistance at Customer’s expense.may

Indemnification by Customer. Customer will shall defend Xxxxxx and its Affiliates against any claim, demand, suit, suit or proceeding made or brought against Xxxxxx by a third party (a) alleging that the combination Customer Data, or Customer’s use of a third-party application or configuration provided by Customer and used Data with the ServicesServices in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights, rights of a third party or violates applicable law (b) arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement (each a “"Claim Against Xxxxxx”"), and shall indemnify Xxxxxx for any damages, attorney fees and costs finally awarded against Xxxxxx as a result of, or for any amounts paid by Xxxxxx under a judgment, or court-court- approved settlement of, a Claim Against Xxxxxx; provided that Xxxxxx (a) promptly gives Customer written notice of the Claim Against Xxxxxx; (b) gives Customer sole control of the defense and settlement of the Claim Against Xxxxxx (provided that Customer may not settle any Claim Against Xxxxxx unless the settlement unconditionally releases Xxxxxx of all liability); and (c) provides to Customer all reasonable assistance at Customer’s expense.