Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" "Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" “Claim"”) made or brought against You by a third party alleging that the use Use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" "Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s legal fees incurred by, You in connection with any such Claim; Claim;; provided, that You (a) promptly give Us written notice of the Claim; Claim;; (b) give Us sole control of the defense defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); liability);; and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" "Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, by You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the ClaimClaim at the time You receive it and before taking any action n; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. 10.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" “Claim"”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" ” Claim"”) made or brought against You by a third party alleging that the use of the Services XXXXX Platform as permitted hereunder or any Deliverables provided under Professional Services infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" ” Claim"”) made or brought against You by a third party alleging that the use of the Services Software as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall will defend You against any claim, demand, suit, or proceeding (" "Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" "Claim") made or brought against You by a third party alleging that the use of the Subscription Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and . We also shall indemnify You for any damages finally awarded against, and for reasonable attorney’s 's fees incurred by, by You in connection with any such Claim; Claim provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); ) and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" ” Claim"”) made or brought against You by a third party alleging that the use of the Purchased Services as permitted hereunder in accordance with this Agreement infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded againstagainst You, and for reasonable attorney’s fees incurred byby You, You in connection with any such Claim; provided, provided that You (a) promptly give Us written notice of the Claim; (b) , give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); ) and (c) provide to Us all reasonable assistance, assistance at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" "Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, by You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the ClaimClaim at the time You receive it and before taking any action n; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.and

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" ” Claim"”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" “Claim"”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates misappropriate the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s legal fees incurred by, by You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by Us. We shall will defend You you, at our expense, against any claim, demand, suit, or proceeding (" “Claim"”) made or brought against You you by a third party alleging that the use of the Services as permitted hereunder Hosted Service infringes or misappropriates the an intellectual property rights right of a the third party, party and shall will indemnify You you for and hold you harmless from any damages finally awarded againstto the third party claimant or agreed to in settlement of the Claim, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, provided that You you (a) promptly give Us us written notice of the Claim; and (b) give Us us sole control of the defense and settlement of the Claim (provided that We we may not settle any Claim unless the settlement unconditionally releases You that imposes liability on, or contains any admission of all liabilityfault by, you without your consent); and (c) provide to Us us all available information and reasonable assistance, at Our expense.assistance necessary for us to defend or settle the Claim; and

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" “Claim"”) made or brought against You by a third party alleging that the use Use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and and (c) provide to Us all reasonable assistance, at Our expense.