Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party (“Claim”) alleging that the use of the EarlyWorks Services as permitted by this Agreement infringes or misappropriates the Intellectual Property Rights of a third party, and will indemnify you for any damages, legal fees and costs finally rewarded against you as a result of, and for amounts paid by you under a court approved settlement of the Claim, provided that you: (a) promptly give us written notice of the Claim, demand, suit or proceeding made or brought against you; and (b) give us sole control of the defence and settlement of the Claim (provided that we may not settle any such Claim unless the settlement unconditionally releases you of all liability); and (c) provide to us all reasonable assistance at our expense.

Appears in 5 contracts

Samples: Licensing Agreement, Service Access Agreement, Licensing Agreement

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Indemnification by Us. We will defend you You against any claim, demand, suit, suit or proceeding made or brought against you by a third party (“Claim”) alleging that made or brought against You by a third-party arising out of death, personal injury or damage to tangible property to the use extent caused by Our personnel in their performance of the EarlyWorks Services as permitted by this Agreement infringes or misappropriates the Intellectual Property Rights of a third partyProfessional Services, and will indemnify you You for any damages, legal attorneys fees and costs finally rewarded awarded against you You as a result of, and or for amounts paid by you You under a court court-approved settlement of, any such Claim, all of the Claimforegoing to the extent caused by Our personnel, provided that you: You: (a) promptly give us Us written notice of the Claim, demand, suit or proceeding made or brought against you; and (b) give us Us sole control of the defence defense and settlement of the Claim (provided except that we We may not settle any such Claim unless the settlement it unconditionally releases you You of all liability); and and (c) provide to us give Us all reasonable assistance assistance, at our expenseOur cost.

Appears in 2 contracts

Samples: Professional Services, Professional Services

Indemnification by Us. We will shall defend you You against any claim, demand, suit, or proceeding made or brought against you You by a third party (“Claim”) alleging that the use of the EarlyWorks Services as permitted by this Agreement hereunder infringes or misappropriates the Intellectual Property Rights intellectual property rights of a third partyparty (a "Claim Against You"), and will shall indemnify you You for any damages, legal attorney fees and costs finally rewarded awarded against you You as a result of, and for amounts paid by you You under a court court-approved settlement of the Claimof, a Claim Against You; provided that you: You (a) promptly give us Us written notice of the Claim, demand, suit or proceeding made or brought against youClaim Against You; and (b) give us Us sole control of the defence defense and settlement of the Claim Against You (provided that we We may not settle any such Claim Against You unless the settlement unconditionally releases you You of all liability); and (c) provide to us all reasonable assistance at our expense.

Appears in 2 contracts

Samples: Master Subscription Agreement, Master Subscription Agreement

Indemnification by Us. We will defend you You against any claim, demand, suit, suit or proceeding made or brought against you by a third party (“Claim”) alleging that made or brought against You by a third party arising out of death, personal injury or damage to tangible property to the use extent caused by Our personnel in their performance of the EarlyWorks Services as permitted by this Agreement infringes or misappropriates the Intellectual Property Rights of a third partyProfessional Services, and will indemnify you You for any damages, legal attorneys’ fees and costs finally rewarded awarded against you You as a result of, and or for amounts paid by you You under a court court-approved settlement of, any such Claim, all of the Claimforegoing to the extent caused by Our personnel, provided that you: You: (a) promptly give us Us written notice of the Claim, demand, suit or proceeding made or brought against you; and (b) give us Us sole control of the defence defense and settlement of the Claim (provided except that we We may not settle any such Claim unless the settlement it unconditionally releases you You of all liability); and and (c) provide to us give Us all reasonable assistance assistance, at our expenseOur cost.

Appears in 2 contracts

Samples: Professional Services Agreement, Professional Services Agreement

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Indemnification by Us. We will shall defend you You against any claim, demand, suit, or proceeding made or brought against you You by a third party (“Claim”i) alleging that the use of the EarlyWorks EVENT CLOUD Services as permitted by this Agreement hereunder infringes or misappropriates the Intellectual Property Rights intellectual property rights of a third partyparty (a “Claim Against You”), and will shall indemnify you You for any damages, legal attorney fees and costs finally rewarded awarded against you You as a result of, and for amounts paid by you You under a court approved settlement of the Claimof, a Claim Against You; provided that you: You (a) promptly give us Us written notice of the Claim, demand, suit or proceeding made or brought against youClaim Against You; and (b) give us Us sole control of the defence defense and settlement of the Claim Against You (provided that we We may not settle any such Claim Against You unless the settlement unconditionally releases you You of all liability); and (c) provide to us all reasonable assistance at our expense.

Appears in 1 contract

Samples: Master Subscription Agreement

Indemnification by Us. We will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party (“Claim”) alleging that the use of the EarlyWorks Services Platform as permitted by this Agreement infringes or misappropriates the Intellectual Property Rights of a third party, and will indemnify you for any damages, legal fees and costs finally rewarded against you as a result of, and for amounts paid by you under a court approved settlement of the Claim, provided that you: (a) promptly give us written notice of the Claim, demand, suit or proceeding made or brought against you; and (b) give us sole control of the defence and settlement of the Claim (provided that we may not settle any such Claim unless the settlement unconditionally releases you of all liability); and (c) provide to us all reasonable assistance at our expense.

Appears in 1 contract

Samples: Licensing Agreement

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