Common use of Provider Indemnification Clause in Contracts

Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer, Customer's officers, directors, employees, agents, and Authorized Users (each, a "Customer Indemnitee") from and against any and all Losses incurred by Customer Indemnitee resulting from any Action by a third party other than an Affiliate of a Customer Indemnitee, that Customer's or an Authorized User's use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement infringes or misappropriates such third party's US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer's use in the Documentation; (c) modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider's written approval in accordance with Provider's written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or (e) act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer, Customer and Customer's officers, directors, employees, agents, permitted successors, and Authorized Users permitted assigns (each, a "Customer Indemnitee") from and against any and all Losses incurred by such Customer Indemnitee resulting from arising out of or relating to any Action by a third party (other than an Affiliate of a Customer Indemnitee, Customer) to the extent that such Losses arise from any allegation in such Action that Customer's or an Authorized User's use of the Services (excluding Customer Data and Third-Party Materials) in accordance compliance with this Agreement (including the Specifications) infringes or misappropriates such third party's US Intellectual Property Rightsan IP Right protected in Canada. The foregoing obligation does not apply to the extent that the alleged infringement arises fromany Action or Losses arising out of or relating to any: (a) Third-Party Materials or Customer Data; (b) access to to, or use of of, the Services or Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer's use authorized in the DocumentationSpecifications or otherwise in writing by Provider; (cb) modification of the Services or Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider's written approval in accordance with Provider's written specification;; or (dc) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or (e) act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer, Customer and Customer's officers, directors, employees, agents, permitted successors, and Authorized Users permitted assigns (each, a "Customer Indemnitee") from and against any and all Losses incurred by Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee, Customer) that Customer's or an Authorized User's use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Documentation) infringes or misappropriates such third party's US Intellectual Property Rights/US patents, copyrights, or trade secrets. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer's use in the Documentation, unless otherwise expressly permitted by Provider in writing; (c) modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider's written approval in accordance with Provider's written specification;; or (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or (e) act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.