Common use of Indemnification by SailPoint Clause in Contracts

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

Indemnification by SailPoint. Subject to Section 11.3 9.3 (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 ServicesService, 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 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 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 ServicesService, (b) replace or modify the SaaS Services Service 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

Indemnification by SailPoint. Subject to Section 11.3 10.3 (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

Indemnification by SailPoint. Subject to Section 11.3 9.3 (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 ServicesService, 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 ServicesService, (b) replace or modify the SaaS Services Service 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

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 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 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