Common use of Indemnification by Ultra Clause in Contracts

Indemnification by Ultra. Ultra will indemnify, defend and hold harmless Delta, and each of Delta’s Affiliates and Delta’s and its Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“Delta Indemnitees”) from and against any and all Losses incurred by any Delta Indemnitee as a direct result of any claim by a Third Party that is not a Delta Affiliate (a) arising from or relating to Ultra’s, Ultra Subsidiaries’ or any end user’s use of the Licensed Products, and/or any end user agreement, documentation or representation provided or made by Ultra to an end user to the extent such end user agreement, documentation or representation differs from the Licensed Product Sales Materials, Licensed Product Documentation, and/or marketing materials provided by Delta or (b) that Delta’s use of any Improvements to the Licensed Products provided by Ultra pursuant to this Agreement infringes or misappropriates any U.S. copyright or trade secret, except to the extent resulting from (i) Delta’s modification of the Licensed Products or combination by Delta of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) Delta’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent Delta was notified that the update cured an infringement, (iii) changes to the Licensed Products made by Ultra at the direction of Delta, (iv) any open source software included in the Licensed Products or used by Delta or its customers in connection with the Licensed Products or (v) any portion of the Licensed Products that is owned by a Third Party.

Indemnification by Ultra. Ultra will indemnify, defend and hold harmless Delta, and each of Delta’s Affiliates and Delta’s and its Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“Delta Indemnitees”) from and against any and all Losses incurred by any Delta Indemnitee as a direct result of any claim by a Third Party that is not a Delta Affiliate (a) arising from or relating to Ultra’s, Ultra Subsidiaries’ or any end user’s use of the Licensed Products, and/or any end user agreement, documentation or representation provided or made by Ultra to an end user to the extent such end user agreement, documentation or representation differs from the Licensed Product Sales Materials, Licensed Product Documentation, and/or marketing materials provided by Delta or (b) that Delta’s use of any Improvements to the Licensed Products provided by Ultra pursuant to this Agreement infringes or misappropriates any U.S. copyright copyright, trademark or trade secret, except to the extent resulting from (i) Delta’s modification of the Licensed Products or combination by Delta of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) Delta’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent Delta was notified that the update cured an infringement, (iii) changes to the Licensed Products made by Ultra at the direction of Delta, (iv) any open source software included in the Licensed Products or used by Delta or its customers in connection with the Licensed Products or (v) any portion of the Licensed Products that is owned by a Third Party.