Common use of Indemnity of Customer Clause in Contracts

Indemnity of Customer. Tricentis shall defend, or at Tricentis’s option, settle, any claim, demand, suit, or proceeding made or brought against Customer, its directors, employees, and agents by a third party alleging that the use of the Deliverables in accordance with this Agreement infringes such third party’s Intellectual Property Rights (a “Claim Against Customer”), and shall indemnify Customer from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided that Customer (a) promptly gives Tricentis written notice of the Claim Against Customer, (b) gives Tricentis sole control of the defense and settlement of the Claim Against Customer, and (c) gives Tricentis all reasonable assistance. If Tricentis receives information about an infringement claim related to the Deliverables, Tricentis may in its discretion and at no cost to Customer (i) modify the Deliverables so that they no longer infringe, without breaching the warranty set forth in Section 5.1, (ii) obtain a license for Customer’s continued use of the Deliverables in accordance with this Agreement, or (iii) terminate this Agreement and any applicable Service Order upon 30 days’ written notice, and refund Customer any prepaid fees covering the remainder of the term of the applicable Service Order(s). The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Customer Materials, Customer’s breach of this Agreement, use of the Deliverables in combination with technology not provided by Tricentis, or Tricentis’s performance of the Services or delivery of the Deliverables in compliance with any requirements or specifications set forth in Customer Materials.

Indemnity of Customer. Tricentis shall defend, or at Tricentis’s option, settle, any claim, demand, suit, or proceeding made or brought against Customer, its directors, employees, and agents by a third party alleging that the use of the Deliverables in accordance with this Agreement infringes such third party’s Intellectual Property Rights (a “Claim Against Customer”), and shall indemnify Customer from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided that Customer (a) promptly gives Tricentis written notice of the Claim Against Customer, (b) gives Tricentis sole control of the defense and settlement of the Claim Against Customer, and (c) gives Tricentis all reasonable assistance. If Tricentis receives information about an infringement claim related to the Deliverables, Tricentis may in its discretion and at no cost to Customer (i) modify the Deliverables so that they no longer infringe, without breaching the warranty set forth in Section 5.16.1, (ii) obtain a license for Customer’s continued use of the Deliverables in accordance with this Agreement, or (iii) terminate this Agreement and any applicable Service Order upon 30 days’ written notice, and refund Customer any prepaid fees covering the remainder of the term of the applicable Service Order(s). The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Customer Materials, Customer’s breach of this Agreement, use of the Deliverables in combination with technology not provided by Tricentis, or Tricentis’s performance of the Services or delivery of the Deliverables in compliance with any requirements or specifications set forth in Customer Materials.