Common use of Infringement Indemnity Clause in Contracts

Infringement Indemnity. Flexera will defend and indemnify Customer and its employees, officers, board members, agents, representatives, and officials from and against all claims, demands, actions, losses, liabilities, injury, damages, which are brought by a third party and caused by, arise from, or relate to an allegation that the Products infringe a patent, copyright, or trademark. Flexera will have no obligation to indemnify under this section to the extent the infringement claim arises as a result of Customer’s use of the Products in violation of this Agreement. If the Products are, or in Flexera’s opinion use of the Products is likely to be, subject to an infringement claim, or if required by settlement of the same, Flexera will either: (a) substitute for the Products substantially functionally similar programs; (b) procure for Customer the right to continue using the Products; or if (a) and (b) are commercially impracticable, (c) terminate this Agreement and refund to Customer any prepaid and unused fees as of the date of termination. The foregoing infringement indemnity does not apply to the extent the infringement claim arises as a result of: (1) modification of the Product (except for setting configuration options provided in the Product) by or on behalf of Customer; (2) the combination of the Product with other non-Flexera products or processes not specifically required in the Documentation; (3) Customer’s unauthorized use of the Product or use of the Product in violation of this Agreement; (4) Customer’s failure to implement an Update to the Software which would avoid the infringement after Flexera provides notice that implementing such Update would avoid the infringement; or (5) third party software.

Infringement Indemnity. Flexera Revenera will defend and indemnify Customer and its employees, officers, board members, agents, representatives, and officials from and against all claims, demands, actions, losses, liabilities, injury, damages, which are brought by a third party and caused by, arise from, or relate to an allegation that the Products infringe a patent, copyright, or trademark. Flexera Revenera will have no obligation to indemnify under this section to the extent the infringement claim arises as a result of Customer’s use of the Products in violation of this Agreement. If the Products are, or in FlexeraRevenera’s opinion use of the Products is likely to be, subject to an infringement claim, or if required by settlement of the same, Flexera Revenera will either: (a) substitute for the Products substantially functionally similar programs; (b) procure for Customer the right to continue using the Products; or if if (a) and (b) are commercially impracticable, (c) terminate this Agreement and refund to Customer any prepaid and unused fees as of the date of termination. The foregoing infringement indemnity does not apply to the extent the infringement claim arises as a result of: : (1) modification of the Product (except for setting configuration options provided in the Product) by or on behalf of Customer; ; (2) the combination of the Product with other non-Flexera Revenera products or processes not specifically required in the Documentation; ; (3) Customer’s unauthorized use of the Product or use of the Product in violation of this Agreement; (4) Customer’s failure to implement an Update to the Software which would avoid the infringement after Flexera Revenera provides notice that implementing such Update would avoid the infringement; or (5) third party software.