Common use of Indemnification by TSA Clause in Contracts

Indemnification by TSA. We will defend Customer against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Purchased Service in accordance with this Agreement 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 you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against you, provided you (a) promptly give written notice of the Claim Against you, (b) give TSA sole control of the defense and settlement of the Claim Against you (except that TSA may not settle any Claim Against you unless it unconditionally releases you of all liability), and (c) give TSA all reasonable assistance, at TSA’s expense. If TSA receives information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 11 (Warranties), (ii) obtain a license for 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 any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Content, a Non-TSA application or Customers breach of this Agreement or use of Service.

Indemnification by TSA. We will defend Customer against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Purchased purchased Service in accordance with this Agreement the Agreements 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 you as a result of, or for amounts paid by you under a court-court- approved settlement of, a Claim Against you, provided you (a) promptly give written notice of the Claim Against you, (b) give TSA sole control of the defense and settlement of the Claim Against you (except that TSA may not settle any Claim Against you unless it unconditionally releases you of all liability), and (c) give TSA all reasonable assistance, at TSA’s expense. If TSA receives information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 11 (Warranties), (ii) obtain a license for 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 any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Content, a Non-TSA application or Customers breach of this Agreement theAgreements or use of Service.