Indemnification by SAP Clause Samples

Indemnification by SAP. SAP 赔偿。 (a) SAP shall defend Licensee against claims brought against Provider in the Territory where such claim (i) is brought by a third party owner of the intellectual property giving rise to the claim and (ii) alleges that Provider’s distribution of the Software in accordance with the terms and conditions of this Agreement constitutes a direct infringement or misappropriation of a patent claim(s), copyright, trademark or trade secret rights. SAP will pay damages finally awarded against Provider (or the amount of any settlement SAP enters into) with respect to such claims provided that:符合下列条件在地域内对提供商提出的索赔，SAP 应为被许可方进行抗辩：（i）由引起索赔的知识产权的第三方所有者提出的索赔；并（ii）声称提供商根据本协议的条款和条件分发软件构成对专利申请、版权、商标或商业秘密权利的直接侵犯或剽窃的索赔。SAP 将会承担就此类索赔作出的终审判决对提供商造成的损失（或由 SAP达成的任何和解金额），但前提是： 1. Provider notifies SAP in writing of any such alleged claim without undue delay, and 提供商及时将任何此类声称的索赔以书面形式通知 SAP；并 2. Provider authorizes SAP to have sole control over the defense or settlement any such claim, 提供商授权 SAP 由其全权负责任何此类索赔的辩护或和解事宜； 3. Provider cooperates fully in the defense of such claim and provides SAP with all relevant information and reasonable support, and 提供商全力配合此类索赔的辩护，并向 SAP 提供所有相关的信息以及合理支持；以及 4. Provider shall not undertake any action in response to any infringement, or alleged infringement, of the Software that is prejudicial to SAP’s rights. 提供商不得就软件的任何侵权或涉嫌侵权的回应作出任何有损于 SAP 权利的行为。 SAP expressly reserves the right to cease such defense of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. 软件不再存在侵犯或剽窃第三方权利嫌疑的或不被认为是侵犯或剽窃第三方权利的，SAP 明确保留停止对任何索赔的该等抗辩的权利。 (b) SAP shall have no obligation under this Section 11.1 if the claim results from (i) Software or Documentation that has been altered by anyone other than SAP or (ii) failure to use a New Release promptly made available by SAP if such infringement or misappropriation could have been avoided by use of the New Release, or (iii) unlicensed activities. Further, SAP shall have no obligation under this Section 11.1 for a claim which could have been avoided (i) if the Provider had not used the Software or SAP Materials in combination or conjunction with any software, data or systems not provided by SAP; or (ii) if the Provider (or its Customer or End User) had not acted outside the scope of the licensed rights under this Agreement. 如索赔是出于以下情况，SAP 不应承担本节（第 11.1 节）下的义务：（i）除 SAP 之外的任何人对软件或文档进行的变更，或（ii）在使用新版本即可避免此类侵权或剽窃的情况下，未能及时使用SAP 提供的新...

Indemnification by SAP. (a) SAP shall defend Licensee against claims brought against Provider in the Territory where such claim (i) is brought by a third party owner of the intellectual property giving rise to the claim and (ii) alleges that Provider’s distribution of the Software in accordance with the terms and conditions of this Agreement constitutes a direct infringement or misappropriation of a patent claim(s), copyright, SAP trademark or trade secret rights. SAP will pay damages finally awarded against Provider (or the amount of any settlement SAP enters into) with respect to such claims provided that: 1. Provider notifies SAP in writing of any such alleged claim without undue delay, and 2. Provider authorizes SAP to have sole control over the defense or settlement any such claim, 3. Provider cooperates fully in the defense of such claim and provides SAP with all relevant information and reasonable support, and 4. Provider shall not undertake any action in response to any infringement, or alleged infringement, of the Software that is prejudicial to SAP’s rights. SAP expressly reserves the right to cease such defense of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. (b) SAP shall have no obligation under this Section 11.1 if the claim results from (i) Software or Documentation that has been altered by anyone other than SAP or (ii) failure to use a New Release promptly made available by SAP if such infringement or misappropriation could have been avoided by use of the New Release, or (iii) unlicensed activities. Further, SAP shall have no obligation under this Section 11.1 for a claim which could have been avoided (i) if the Provider had not used the Software or SAP Materials in combination or conjunction with any software, data or systems not provided by SAP; or (ii) if the Provider (or its Customer or End User) had not acted outside the scope of the licensed rights under this Agreement. (c) If an infringement or misappropriation of the intellectual property rights of a third party by the Software in accordance with Section 11.1(a) above is alleged or, in the reasonable opinion of SAP, an infringement or misappropriation of the intellectual property rights of a third party is likely to occur or be alleged, SAP may, at its discretion: (i) procure for Provider the continued right to use the Software at no additional charges to Provider, or (ii) modify the Softwar...

Indemnification by SAP. SAP agrees to indemnify and hold harmless each Qualtrics Indemnified Person from and against any damages related to, and to reimburse each Qualtrics Indemnified Person for all reasonable expenses (including attorneys’ fees) as they are incurred in connection with, pursuing or defending any Third Party Claim arising from the Agreement in connection with the breach by, or the gross negligence, bad faith or willful misconduct of, any SAP Indemnified Person in connection with this Agreement or the Schedule I Insurance Policies; provided, however, that SAP shall not be responsible for any damages incurred by any Qualtrics Indemnified Person to the extent they result from (a) any breach of this Agreement or the Schedule I Insurance Policies on the part of any Qualtrics Indemnified Person or (b) the gross negligence, bad faith or willful misconduct of any Qualtrics Indemnified Person in connection with this Agreement or the Schedule I Insurance Policies.