Indemnification by SailPoint Sample Clauses

Indemnification by SailPoint. Subject to Section 11.3 (Indemnity Process), SailPoint will defend Customer from any and all claims, demands, suits, or proceedings brought against Customer by a third party alleging that the SaaS Services, as provided by SailPoint to Customer under this SaaS Agreement, infringe any patent, copyright, or trademark or misappropriate any trade secret of that third party (each, an “Infringement Claim”). SailPoint will indemnify Customer for all damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, authorized arbitral panel, or paid to a third party in accordance with a written settlement agreement signed by SailPoint, in connection with an Infringement Claim. In the event any such Infringement Claim is brought, or in SailPoint’s reasonable opinion is likely to be brought, SailPoint may, at its option: (a) procure the right to permit Customer to continue use of the SaaS Services, (b) replace or modify the SaaS Services with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (c) if the foregoing options are not reasonably practicable, terminate the applicable Order and repay to Customer any prepaid fees paid by Customer under such Order to SailPoint with respect to any period of time following the termination date. Notwithstanding the foregoing, SailPoint shall have no liability for any Infringement Claim of any kind to the extent that it relates to
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Indemnification by SailPoint. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that SailPoint’s negligence or willful misconduct has caused bodily injury or death, SailPoint shall defend Customer and its directors, officers and employees against the claim at SailPoint’s expense and SailPoint shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by SailPoint, to the extent arising from the claim. SailPoint shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by SailPoint, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. SailPoint may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
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Indemnification by SailPoint. Subject to Section 11.3 (Indemnity Process), SailPoint will defend Customer from any and all claims, demands, suits, or proceedings brought against Customer by a third party alleging that the SaaS Services, as provided by SailPoint to Customer under this SaaS Agreement, infringe any patent, copyright, or trademark or misappropriate any trade secret of that third party (each, an “Infringement Claim”). SailPoint will indemnify Customer for all damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, authorised arbitral panel, or paid to a third party in accordance with a written settlement agreement signed by SailPoint, in connection with an Infringement Claim. In the event an Infringement Claim is brought, or in SailPoint’s reasonable opinion is likely to be brought, SailPoint may, at its option:
Sample 1

Related to Indemnification by SailPoint

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification by Xxxxxx In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors, if any, in writing such information as the Company and the Guarantors, if any, reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, if any, their respective directors and officers and each Person, if any, who controls the Company and the Guarantors, if any (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with and in reliance upon any information so furnished in writing by such Holder to the Company and the Guarantors, if any, expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

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