Common use of Infringement Indemnity Clause in Contracts

Infringement Indemnity. Quest shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: Quest shall (a) defend or settle the Claim at its own expense, (b).pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (c) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, Quest’s obligations under this Infringement Indemnity Section are conditioned upon Customer (i) giving prompt written notice of the Claim to Quest, (ii) permitting Quest to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing Quest with such cooperation and assistance as Quest may reasonably request from time to time in connection with the investigation, defense or settlement of the Claim. Quest shall have no obligation hereunder to defend Customer against any Claim (a) resulting from use of the Software other than as authorized in this Agreement, (b) resulting from a modification of the Software other than by Quest, (c) based on Customer’s use of the Software after Quest recommends discontinuation because of possible or actual infringement, (d) based on Customer’s use of a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of the Software made available to Customer, or (e) to the extent the Claim arises from or is based on the use of the Software with other products, services, or data not supplied by Quest if the infringement would not have occurred but for such use. If, as a result of a Claim, Customer must stop using any Software (“Infringing Software”), Quest shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing Software and (A) for On-Premise Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Software. This Section states Quest’s entire liability and its sole and exclusive indemnification obligations with respect to a Claim. Notwithstanding the foregoing, if the Ordering Activity is an agency or instrumentality of the U.S. Government, the U.S. Department of Justice shall represent the Government in any such proceedings in accordance with 28 USC 516, and any termination rights shall be subject to the Government’s authorization and consent rights under 28 USC 1498.

Infringement Indemnity. Quest shall indemnify Customer from and against (a) Seller will defend any claim, suit, action, or proceeding brought against Customer by a third party to the extent Buyer or its customers insofar as it is based on an allegation a claim that the Software directly infringes Program or Documentation, or any part thereof, furnished by Seller under this Agreement constitutes an infringement of any third party's patent, copyright, trademark, or trade name, other proprietary right enforceable in the country in which the Software is delivered to Customerright, or misappropriates a unauthorized trade secret use; provided that Seller is notified promptly in writing of such country (a “Claim”). Indemnification for a Claim shall consist of the following: Quest shall (a) defend or settle the Claim at its own expense, (b).pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claimclaim, and (c) reimburse Customer for the reasonable administrative costs or expensesgiven authority, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, Quest’s obligations under this Infringement Indemnity Section are conditioned upon Customer (i) giving prompt written notice of the Claim to Quest, (ii) permitting Quest to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing Quest with such cooperation information and assistance as Quest may reasonably request from time (at Seller's expense) to time in connection with handle the investigation, claim or the defense of any suit or settlement of the Claimproceeding. Quest shall have no obligation hereunder Seller agrees to defend Customer pay damages and costs awarded therein against any Claim (a) resulting from use of the Software other than as authorized in this Agreement, (b) resulting from a modification of the Software other than by Quest, (c) based on Customer’s use of the Software after Quest recommends discontinuation because of possible or actual infringement, (d) based on Customer’s use of a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of the Software made available to Customer, or (e) Buyer and its customers but only to the extent such damages and costs are directly attributable to infringement caused by the Claim arises from Program or Documentation which is based on the use of the Software with other products, services, or data not supplied provided by Quest if the infringement would not have occurred but for such use. If, as a result of a Claim, Customer must stop using any Software (“Infringing Software”), Quest shall at its expense and option either (1) obtain for Customer the right Buyer to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing Software and (A) for On-Premise Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Software. This Section states Quest’s entire liability and its sole and exclusive indemnification obligations with respect to a ClaimSeller. Notwithstanding the foregoing, Seller's total liability under this Section shall not exceed the total amounts actually paid by Buyer to Seller under this Supply Agreement. (b) In case any Program or Documentation or any part thereof in such suit is held to constitute an infringement and its use is enjoined, Seller shall, at its own expense and at its option (i) procure for Buyer and its customers the right to continue use, or (ii) if applicable, replace the Ordering Activity is an agency same with a noninfringing program and documentation of substantially equivalent function and performance, or instrumentality (iii) modify them so they become noninfringing without detracting substantially from function or performance. (c) Notwithstanding the foregoing, Seller shall have no responsibility for claims arising from (i) unauthorized modifications of the U.S. GovernmentProgram made by Buyer or its customers if such claim would not have arisen but for such modifications, or (ii) unauthorized combination or use of the U.S. Department of Justice shall represent the Government in any Program with products not contemplated herein if such proceedings in accordance with 28 USC 516, and any termination rights shall be subject to the Government’s authorization and consent rights under 28 USC 1498claim would not have arisen but for such combination or use.

Infringement Indemnity. Quest (a) Provider shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which Provider has authorized Customer to use the Software, including the country to which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall exclusively consist of the following: Quest Provider shall (a1) defend or settle the Claim at its own expense, (b).pay 2) pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (c3) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, QuestProvider’s obligations under this Infringement Indemnity Section are conditioned upon Customer Customer (i) giving prompt written notice of the Claim to QuestProvider, (ii) permitting Quest Provider to retain sole control of the investigation, defense or settlement of the ClaimClaim as long as such settlement shall not include a financial obligation on or admission of liability by Customer, and (iii) providing Quest Provider with such cooperation and assistance as Quest Provider may reasonably request from time to time in connection with the investigation, defense or settlement of the Claim. Quest . (b) Provider shall have no obligation hereunder to defend indemnify Customer as described under section (a) above against any Claim (a) resulting from use (1) Use of the Software other than as authorized in by this Agreement, a Signed Order, or a Governing Quotation, (b2) resulting from a modification of the Software other than by QuestProvider, (c3) based on Customer’s use Use of any release of the Software after Quest recommends discontinuation because of possible Provider has provided a non-infringing update at no charge, or actual infringement, (d4) based on Customer’s use of a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release Use of the Software made available to Customer, or (e) to the extent the Claim arises from or is based on the use of the Software in conjunction with other products, services, or data not supplied by Quest Provider if the infringement would not have occurred but for such use. . (c) If, as a result of a ClaimClaim or an injunction, Customer must stop using any Software (“Infringing Software”), Quest Provider shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing Software and (A) for On-Premise Premises Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Software. This Section states QuestProvider’s entire liability and its sole and exclusive indemnification obligations with respect to a ClaimClaim and Infringing Software. Notwithstanding the foregoing, if the Ordering Activity is an agency or instrumentality of the U.S. Government, the U.S. Department of Justice shall represent the Government in any such proceedings in accordance with 28 USC 516, and any termination rights shall be subject to the Government’s authorization and consent rights under 28 USC 1498.

Infringement Indemnity. Quest Provider shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which Provider has authorized Customer to use the Software, including, but not limited to the country to which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: Quest Provider shall (a) defend or settle the Claim at its own expense, (b).pay b) pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (c) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, QuestProvider’s obligations under this Infringement Indemnity Section are conditioned upon Customer Customer (i) giving prompt written notice of the Claim to QuestProvider, (ii) permitting Quest Provider to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing Quest Provider with such cooperation and assistance as Quest Provider may reasonably request from time to time in connection with the investigation, defense or settlement of the Claim. Quest Provider shall have no obligation hereunder to defend Customer against any Claim (a) resulting from use of the Software other than as authorized in by this Agreement, a Signed Order, or a Governing Quotation, (b) resulting from a modification of the Software other than by QuestProvider, (c) based on Customer’s use of any release of the Software after Quest Provider recommends discontinuation because of possible or actual infringement, (d) based on Customer’s use of infringement and has provided a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of the Software made available to Customernon-infringing version at no charge, or (ed) to the extent the Claim arises from or is based on the use of the Software with other products, services, or data not supplied by Quest Provider if the infringement would not have occurred but for such use. If, as a result of a ClaimClaim or an injunction, Customer must stop using any Software (“Infringing Software”), Quest Provider shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-non- infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing Software and (A) for On-On- Premise Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Software. This Section states QuestProvider’s entire liability and its sole and exclusive indemnification obligations with respect to a Claim. Notwithstanding the foregoing, if the Ordering Activity is an agency or instrumentality of the U.S. Government, the U.S. Department of Justice shall represent the Government in any such proceedings in accordance with 28 USC 516, Claim and any termination rights shall be subject to the Government’s authorization and consent rights under 28 USC 1498Infringing Software.

Infringement Indemnity. Quest AgreeYa shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country (except within the territories of Australia) in which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: Quest AgreeYa shall (a) defend or settle the Claim at its own expense, (b).pay b) pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (c) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, QuestAgreeYa’s obligations under this Infringement Indemnity Section are conditioned upon Customer Customer (i) giving prompt written notice of the Claim to QuestAgreeYa, (ii) permitting Quest AgreeYa to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing Quest AgreeYa with such cooperation and assistance as Quest AgreeYa may reasonably request from time to time in connection with the investigation, defense or settlement of the Claim. Quest AgreeYa shall have no obligation hereunder to defend Customer against any Claim (a) resulting from use of the Software other than as authorized in this Agreement, (b) resulting from a modification of the Software other than by QuestAgreeYa, (c) based on Customer’s use of the Software after Quest AgreeYa recommends discontinuation because of possible or actual infringement, (d) based on Customer’s use of a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of the Software made available to Customer, or (e) to the extent the Claim arises from or is based on the use of the Software with other products, services, or data not supplied by Quest AgreeYa if the infringement would not have occurred but for such use. If, as a result of a Claim, Customer must stop using any Software (“Infringing Software”), Quest AgreeYa shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing Software and (A) for On-Premise Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Software. This Section states QuestAgreeYa’s entire liability and its sole and exclusive indemnification obligations with respect to a Claim. Notwithstanding the foregoing, if the Ordering Activity is an agency or instrumentality of the U.S. Government, the U.S. Department of Justice shall represent the Government in any such proceedings in accordance with 28 USC 516, and any termination rights shall be subject to the Government’s authorization and consent rights under 28 USC 1498.

Infringement Indemnity. Quest Provider shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which Provider has authorized Customer to use the Software, including, but not limited to the country to which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: Quest Provider shall (a) defend or settle the Claim at its own expense, (b).pay b) pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (c) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, QuestProvider’s obligations under this Infringement Indemnity Section are conditioned upon Customer Customer (i) giving prompt written notice of the Claim to QuestProvider, (ii) permitting Quest Provider to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing Quest Provider with such cooperation and assistance as Quest Provider may reasonably request from time to time in connection with the investigation, defense or settlement of the Claim. Quest Provider shall have no obligation hereunder to defend Customer against any Claim Claim (a) resulting from use of the Software other than as authorized in this Agreement, (b) resulting from a modification of the Software other than by QuestProvider, (c) based on Customer’s use of any release of the Software after Quest Provider recommends discontinuation because of possible or actual infringementinfringement and has provided a non-infringing version at no charge, (d) based on Customer’s use of a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of the Software made available to Customer, or (ed) to the extent the Claim arises from or is based on the use of the Software with other products, services, or data not supplied by Quest Provider if the infringement would not have occurred but for such use. If, as a result of a ClaimClaim or an injunction, Customer must stop using any Software (“Infringing Software”), Quest Provider shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing Software and (A) for On-Premise Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Software. This Section states Quest’s entire liability and its sole and exclusive indemnification obligations with respect to a Claim. Notwithstanding the foregoing, if the Ordering Activity is an agency or instrumentality of the U.S. Government, the U.S. Department of Justice shall represent the Government in any such proceedings in accordance with 28 USC 516, and any termination rights shall be subject to the Government’s authorization and consent rights under 28 USC 1498.,

Infringement Indemnity. Quest Provider shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which Provider has authorized Customer to use the Software, including, but not limited to the country to which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: Quest Provider shall (a) defend or settle the Claim at its own expense, (b).pay b) pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (c) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, QuestProvider’s obligations under this Infringement Indemnity Section are conditioned upon Customer Customer (i) giving prompt written notice of the Claim to QuestProvider, (ii) permitting Quest Provider to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing Quest Provider with such cooperation and assistance as Quest Provider may reasonably request from time to time in connection with the investigation, defense or settlement of the Claim. Quest Provider shall have no obligation hereunder to defend Customer against any Claim (a) resulting from use of the Software other than as authorized in by this Agreement, a Signed Order, or a Governing Quotation, (b) resulting from a modification of the Software other than by QuestProvider, (c) based on Customer’s use of any release of the Software after Quest Provider recommends discontinuation because of possible or actual infringement, (d) based on Customer’s use of infringement and has provided a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of the Software made available to Customernon-infringing version at no charge, or (ed) to the extent the Claim arises from or is based on the use of the Software with other products, services, or data not supplied by Quest Provider if the infringement would not have occurred but for such use. If, as a result of a ClaimClaim or an injunction, Customer must stop using any Software (“Infringing Software”), Quest shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing Software and (A) for On-Premise Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Software. This Section states Quest’s entire liability and its sole and exclusive indemnification obligations with respect to a Claim. Notwithstanding the foregoing, if the Ordering Activity is an agency or instrumentality of the U.S. Government, the U.S. Department of Justice shall represent the Government in any such proceedings in accordance with 28 USC 516, and any termination rights shall be subject to the Government’s authorization and consent rights under 28 USC 1498.any