Common use of Indemnification by PCS Clause in Contracts

Indemnification by PCS. PCS will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a non-affiliated third party alleging that any purchased Subscription Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by PCS in writing of, a Claim Against Customer, provided Customer (a) promptly gives PCS written notice of the Claim Against Customer, (b) gives PCS sole control of the defence and settlement of the Claim Against Customer (except that PCS may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives PCS all reasonable assistance, at PCS’s expense. If PCS receives information about an infringement or misappropriation claim related to a Service, PCS may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching PCS’s warranties under “PCS Warranties” above, (ii) obtain a licence for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by PCS, if the Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (IV) a Claim against Customer arises from a Non-PCS Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.

Indemnification by PCS. PCS will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a non-affiliated third party alleging that any purchased Subscription Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by PCS in writing of, a Claim Against Customer, provided Customer (a) promptly gives PCS written notice of the Claim Against Customer, (b) gives PCS sole control of the defence defense and settlement of the Claim Against Customer (except that PCS may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives PCS all reasonable assistance, at PCS’s expense. If PCS receives information about an infringement or misappropriation claim related to a Service, PCS may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching PCS’s warranties under “PCS Warranties” above, (ii) obtain a licence license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by PCS, if the Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (IV) a Claim against Customer arises from a Non-PCS Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.