Common use of Indemnification by SFDC Clause in Contracts

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

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