Indemnification by Entrust Clause Samples

Indemnification by Entrust. Entrust will defend Customer and ▇▇▇▇▇▇▇▇’s Indemnified Associates against any and all Claims (excluding any Claims by Customer Affiliates, Tenants, Tenant Affiliates, and/or any Users) brought against Customer or Customer’s Indemnified Associates alleging that the Service infringes any third-party intellectual property rights. Entrust will pay any damages finally awarded by a court of competent jurisdiction against Customer and ▇▇▇▇▇▇▇▇’s Indemnified Associates or settled by agreement which are attributable to such Claim. Entrust obligations set for in this Section 11.2 (Indemnification by Entrust) do not apply to the extent that the Claim arises from: (i) Customer’s (including Customer’s Indemnified Associates) or a Tenant’s breach of the Agreement, (ii) the Service being used in an manner not authorized pursuant to the Agreement, or being used in a manner or for a purpose other than that for which it was supplied, as contemplated by the Documentation; (iii) the Service having been modified without the written consent of Entrust; (iv) the combination of the Service with hardware or software not provided by Entrust (to the extent the Claim was related to such combination); (v) the use of any version of the Service other than the current, unaltered release, if such Claim would have been avoided by the use of a current unaltered release of the Service; (vi) any third-party software, third-party service or other third-party product on which the Service relies (e.g. hosting provider). The foregoing states Entrust’s entire liability and Customer’s sole and exclusive remedy with respect to any infringement or misappropriation of any intellectual property rights of any kind. This Section 11.2 (Indemnification by Entrust) and Section 11.4 (Mitigation by Entrust) will not apply to any Service provided (or licensed) for no fee including, without limitation, any free trial or evaluation of the Service pursuant to Article 4 (Evaluation).

Indemnification by Entrust. From and after the Effective Date, -------------------------- subject to the provisions of this Article VIII, Entrust agrees to pay and to indemnify fully, hold harmless and defend NTL and its Affiliates, agents, directors, officers, partners, employees, servants, consultants, representatives, successors and assigns, from and against any and all claims and/or damages (whether based on negligent acts or omissions, statutory liability, strict liability or otherwise) arising out of, relating to or based upon allegations of: (a) any breach of any covenant or agreement of Entrust contained in this Agreement; (b) any liability arising out of the Entrust Assets subsequent to the Effective Date, other than Retained Liabilities and any other obligation of NTL hereunder; (c) any failure to discharge any Assumed Liability; or (d) any and all actions, suits, proceedings, claims, demands, judgments, assessments, reasonable costs and expenses, incurred in investigating or attempting to avoid the foregoing or in enforcing this indemnity.

Indemnification by Entrust. Entrust will defend Customer and ▇▇▇▇▇▇▇▇’s Indemnified Associates against any and all Claims (excluding any Claims brought by Customers, Customer Affiliates, and/or any Users) brought against Customer or Customer’s Indemnified Associates alleging that the Service infringes any third party intellectual property rights. Entrust will pay any damages finally awarded by a court of competent jurisdiction against Customer and ▇▇▇▇▇▇▇▇’s Indemnified Associates or settled by agreement which are attributable to such Claim. Entrust’s obligations set for in this Section 10.3 (Indemnification by Entrust) do not apply to the extent that the Claim arises from: (i) Customers’ breach of the Agreement; (ii) the Service being used in an manner not authorized pursuant to the Agreement, or being used in a manner or for a purpose other than that for which it was supplied, as contemplated by the Documentation; (iii) the Service having been modified without the written consent of Entrust; (iv) the combination of the Service with hardware or software not provided by Entrust (to the extent the Claim was related to such combination); (v) the use of any version of the Service other than the current, unaltered release, if such Claim would have been avoided by the use of a current unaltered release of the Service;

Indemnification by Entrust. From and after the Effective Date, -------------------------- subject to the provisions of this Article VIII, Entrust agrees to pay and to indemnify fully, hold harmless and defend NTI and its affiliates, agents, directors, officers, partners, employees, servants, consultants, representatives, successors and assigns, from and against any and all claims and/or damages arising out of, relating to or based upon allegations of: (a) any breach of any covenant or agreement of Entrust contained in this Agreement; (b) any liability arising out of the Entrust Assets subsequent to the Effective Date, other than Retained Liabilities and any other obligation of NTI hereunder; (c) any failure to discharge any Assumed Liability: or (d) any and all actions, suits, proceedings, claims, demands, judgments, assessments, reasonable costs and expenses, incurred in investigating or attempting to avoid the foregoing or in enforcing this indemnity.