Common use of Lanyon Indemnity Clause in Contracts

Lanyon Indemnity. Lanyon shall defend Client in any suit or cause of action, and indemnify and hold Client harmless against any damages payable to any third party in any such suit or cause of action, alleging that a Product as used in accordance with this Agreement infringes the U.S. patent or copyright of any third party. If a Product is held or believed to infringe on a U.S. patent or copyright of a third party, Lanyon may, in its sole discretion, (a) modify the Product to be non-infringing, (b) obtain for Client a license to continue using the affected Product, or (c) if neither (a) nor (b) are practical in Lanyon’s sole judgment, terminate the affected Product and return to Client the unused portion of any fees paid for the affected Service. The foregoing obligations of Lanyon do not apply (i) to the extent that the allegedly infringing Product or portions or components thereof or modifications thereto result from any change made by Client or any third party for the Client, (ii) if the infringement claim could have been avoided by using an unaltered current version of the Product which was provided by Lanyon, (iii) to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by Lanyon, or any material from a third party portal or other external source that is accessible to Client within or from the OnDemand Service (e.g., a third party Web page accessed via a hyperlink), or (iv) to the extent that an infringement claim is based upon the combination of any material with any products or services not provided by Lanyon, or (v) to the extent that an infringement claim is caused by the provision by Client to Lanyon of materials, designs, know-how, software or other intellectual property with instructions to Lanyon to use the same in connection with the OnDemand Service.

Lanyon Indemnity. Lanyon Xxxxxx shall defend Client in any suit or cause of action, and indemnify and hold Client harmless against any damages payable to any third party in any such suit or cause of action, alleging that a Product as used in accordance with this Agreement infringes the U.S. patent or copyright of any third party. If a Product is held or believed to infringe on a U.S. patent or copyright of a third party, Lanyon may, in its sole discretion, (a) modify the Product to be non-infringing, , (b) obtain for Client a license to continue using the affected ProductOnDemand Service, or (c) if neither (a) nor nor (b) are practical in Lanyon’s Xxxxxx’x sole judgment, terminate the affected Product Service and return to Client the unused portion of any fees paid for the affected Service. The foregoing obligations of Lanyon do not apply (i) to the extent that the allegedly infringing Product or portions or components thereof or modifications thereto result from any change made by Client or any third party for the Client, (ii) if the infringement claim could have been avoided by using an unaltered current version of the Product which was provided by Lanyon, (iii) to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by LanyonXxxxxx, or any material from a third party portal or other external source that is accessible to Client within or from the OnDemand Service (e.g., a third party Web page accessed via a hyperlink), or (iv) to the extent that an infringement claim is based upon the combination of any material with any products or services not provided by Lanyon, or (v) to the extent that an infringement claim is caused by the provision by Client to Lanyon of materials, designs, know-how, software or other intellectual property with instructions to Lanyon Xxxxxx to use the same in connection with the OnDemand Service.