Common use of Limitation of Indemnification Liability Clause in Contracts

Limitation of Indemnification Liability. Except as set forth in this Section 9.2, the Manager will have no liability to FNF for or in connection with any of the services rendered hereunder or for any actions or omissions of the Manager in connection with the provision of any services hereunder. Subject to the provisions hereof and subject to Section 8, the Manager will indemnify, defend and hold harmless FNF, each Subsidiary and Affiliate of FNF, each of their respective past and present Representatives, and each of their respective successors and assigns (collectively, the “FNF Indemnified Parties”) from and against any and all Damages incurred or suffered by the FNF Indemnified Parties arising or resulting from either of the following: (i) any claim that the Manager’s use of the software or other intellectual property used to provide the services, or any results and proceeds of such services, infringes, misappropriates or otherwise violates any United States patent, copyright, trademark, trade secret or other intellectual property rights; provided, that such intellectual property indemnity shall not apply to the extent that any such claim arises out of any modification to such software or other intellectual property made by FNF without the Manager’s authorization or participation, or (ii) the Manager’s gross negligence, willful misconduct, improper use or disclosure of customer information or violations of law; provided, that in each of the cases described in subclauses (i) and (ii) above, the amount of Damages incurred or sustained by FNF shall be reduced to the extent such Damages shall have been caused or contributed to by any action or omission of FNF in amounts equal to FNF’s equitable share of such Damages, determined in accordance with its relative culpability for such Damages or the relative fault of FNF or its Subsidiaries.

Limitation of Indemnification Liability. Except as set forth in this Section 9.2, the Manager will have no liability to FNF for or in connection with any of the services rendered hereunder or for any actions or omissions of the Manager in connection with the provision of any services hereunder. Subject to the provisions hereof and subject to Section 8, the Manager will indemnify, defend and hold harmless FNF, each Subsidiary and Affiliate of FNF, each of their respective past and present Representatives, and each of their respective successors and assigns (collectively, the “"FNF Indemnified Parties”") from and against any and all Damages incurred or suffered by the FNF Indemnified Parties arising or resulting from either of the following: (i) any claim that the Manager’s 's use of the software or other intellectual property used to provide the services, or any results and proceeds of such services, infringes, misappropriates or otherwise violates any United States patent, copyright, trademark, trade secret or other intellectual property rights; provided, that such intellectual property indemnity shall not apply to the extent that any such claim arises out of any modification to such software or other intellectual property made by FNF without the Manager’s 's authorization or participation, or (ii) the Manager’s 's gross negligence, willful misconduct, improper use or disclosure of customer information or violations of law; provided, that in each of the cases described in subclauses (i) and (ii) above, the amount of Damages incurred or sustained by FNF shall be reduced to the extent such Damages shall have been caused or contributed to by any action or omission of FNF in amounts equal to FNF’s 's equitable share of such Damages, determined in accordance with its relative culpability for such Damages or the relative fault of FNF or its Subsidiaries.