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 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 You”), and will indemnify You 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 Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased any Service in accordance with this Agreement that You purchased materially infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You, provided You You: (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), ; and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement The above defense and indemnification obligations do not apply to Your use of the Services in violation of this Agreement, Services Schedule(s), the Documentation or misappropriation claim related applicable Order Forms, or to the extent that a Service, We may in Our discretion and at no cost Claim Against you relates to Youyour willful misconduct or gross negligence.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Service or the Software in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You 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 Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a ServiceService or Software, We may in Our discretion and at no cost to YouYou (i) modify the Service or Software so that it no longer infringes or misappropriates, without breaching Our warranties under Section

Indemnification by Us. We will defend You 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 You”), and will indemnify You 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 Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to YouYou (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 9.2 (Our Warranties),

Indemnification by Us. We will shall defend You against any claim, demand, suit 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 the Services as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-court- approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to a Servicemisappropriate, We may in Our discretion and at no cost to You

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that (a) the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), except for infringement or misappropriation Claims Against You that would not have arisen but for addition or use of subject matter not provided by Us or to the extent caused by misuse of the Services by You, and will indemnify You 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 Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to Youand

Indemnification by Us. We will defend You 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 You”), and will indemnify You 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 in settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a any Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You