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 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. The indemnity in this clause 11.1 does not apply to the extent that a Claim arises from or in connection with (i) Your breach of the Agreement; (ii) use of the Services in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by Us; or (iii) Your Data or any third party data.

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 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. The indemnity in this clause 11.1 does not apply to the extent that a Claim arises from or in connection with (i) Your breach of the Agreement; (ii) use of the Services in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by Us; or (iii) Your Data or any third party data.;

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 partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney’s fees incurred amounts paid by You in connection with any such Claimunder a court approved settlement of, a Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defence defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. The indemnity in this clause 11.1 does not apply to In the extent that event of a Claim arises from Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in connection with Our discretion and at no cost to You (i) Your breach of the Agreement; (ii) use of modify the Services in a manner so that they no longer infringe or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by Us; or (iii) Your Data or any third party data.misappropriate, without breaching Our warranties under “Our