Common use of Provider Indemnification Clause in Contracts

Provider Indemnification. 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 in accordance with this Agreement, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secrets, provided that Client promptly notifies Provider in writing of the claim, cooperates with Provider, and grants Provider sole authority to control the defense and settlement of such claim. 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. This Section 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 claim, suit, action, or proceeding ("“Third-Party Claim"”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secrets’s Intellectual Property, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and grants 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 ’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 Client. Customer. (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 dataCustomer Data; or (D) thirdThird-party productsParty 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-“Third- Party Claim"”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secretsUS intellectual property rights, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and grants 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 Client. Customer. (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 data; or (D) third-party productsCustomer Data.

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 in accordance with this Agreementthese Terms, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secretsUS intellectual property rights, provided that Client promptly notifies Provider in writing of the claim, cooperates with Provider, and grants 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 Agreementthese Terms, 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 dataClient Data; or (D) thirdThird-party productsParty Products.

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 in accordance with this Agreementthese Terms, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secretsUS intellectual property rights, provided that Client promptly notifies Provider in writing of the claim, cooperates with Provider, and grants 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 Agreementthese Terms, 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 dataClient Data; or (D) thirdThird-party productsParty 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-Third- Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secretsintellectual property rights, provided that Client Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and grants 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 Client. Customer. (iii) This Section section 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.technology

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 in accordance with this Agreementthese Terms, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secretsUS intellectual property rights, provided that Client promptly notifies Provider in writing of the claim, cooperates with Provider, and grants 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 Agreementthese Terms, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client. . (iii) This Section S ection 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 dataClient Data; or (D) thirdThird-party productsParty Products.