Common use of Provider Indemnification Clause in Contracts

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that Client promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Client agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Client Data; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party third‐party claim, suit, action, or proceeding ("Third-Party Third‐Party Claim") that the Software Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this AgreementSoftware Services, infringes or misappropriates such third party's intellectual property rights, patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such a claim Third‐Party Claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Software Services, or component or part thereof, to make it non-non‐ infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreementuse of the Software Services, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer, and refund Customer any pre‐paid Fees on a pro rata basis as of the time of termination. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Software Services not made by Provider; (C) Client Customer Data; or (D) Third-Party Third‐Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' ’ fees) ("“Losses"”) incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("“Third-Party Claim"”) that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property rights, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claimsuch Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claimThird-Party Claim. (ii) If such a claim Third Party-Claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's ’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Client Customer Data; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (collectively, "Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rightsUS patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possiblelikely, Client Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-non- infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Client Customer Data; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's U.S. intellectual property rights, provided that Client Customer promptly notifies Provider in writing of the claimsuch Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claimThird-Party Claim. (ii) If such a claim Third Party-Claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Client Customer Data; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Client Customer promptly notifies Provider in writing of the claimsuch Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claimThird-Party Claim. (ii) If such a claim Third Party-Claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Client Customer Data; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("”Losses"”) incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("”Third-Party Claim"”) that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property rights, provided that Client Customer promptly notifies Provider in writing of the claimsuch Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claimThird-Party Claim. (ii) If such a claim Third Party-Claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's ’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Client Customer Data; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Client DataCustomer Data ; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rightsUS patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Client Customer Data; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Client DataCustomer Data ; or (D) Third-Party Products.

Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Client Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to ClientCustomer. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Client Customer Data; or (D) Third-Party Products.

Provider Indemnification. (ia) The Provider shall indemnify, defend, and hold harmless Client the Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' legal fees) ("Losses") incurred by Client the Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rightsCanadian Intellectual Property Rights, provided that Client the Customer promptly notifies the Provider in writing of the claim, cooperates with the Provider, and allows the Provider sole authority to control the defense and settlement of such claim. (iib) If such a claim is made or appears possible, Client the Customer agrees to permit the Provider, at the Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client the Customer to continue use. If the Provider determines that neither alternative is reasonably available, the Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice Notice to Clientthe Customer. (iiic) This Section 9(a) 11.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by the Provider or authorized by the Provider in writing; (B) modifications to the Services not made by the Provider; or (C) Client Customer Data; or (D) Thirdthird-Party Productsparty products.

Provider Indemnification. o (i) Provider shall indemnify, defend, and hold harmless Client Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services (excluding Client Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Client agrees to permit ProviderProvider may, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringinginfringing without materially diminishment of the Services, or (B) obtain the right for Client Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client. (iii) This Section 9(a) Customer and Provider will not apply issue a pro-rata refund of any pre-paid Fees applicable to the extent that the alleged infringement arises from: (A) use period of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Client Data; or (D) Third-Party Productstime after such termination.