Common use of Provider Indemnification Clause in Contracts

Provider Indemnification. Provider shall indemnify, defend and hold harmless Customer and Customer’s officers, directors, employees, agents, successors and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by such Customer Indemnitee arising out of or relating to any claim, suit, action or proceeding (each, an “Action”) by a third party (other than an Affiliate of a Customer Indemnitee to the extent that such Losses arise from any allegation in such Action that Customer’s use of the Services (excluding Customer Data and Third Party Materials) in compliance with this Agreement (including the Specifications) infringes a U.S. Intellectual Property Right. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: (a) access to or use of the Services or Provider Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by Provider; (b) 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; (c) failure to timely implement any modifications, upgrades, replacements or enhancements made available to Customer by or on behalf of Provider; or (d) act, omission or other matter described in Section 13.2, Section 13.2, Section 13.2 or Section 13.2, whether or not the same results in any Action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, successors and permitted assigns (each, a “Customer Indemnitee”) Client from and against any and all Losses incurred by such Customer Indemnitee arising out of or relating to Client resulting from any claim, suit, action or proceeding (each, an “Action”) Action by a third party (other than an Affiliate of a Customer Indemnitee Client) that arise out of or result from, or are alleged to the extent that such Losses arise out of or result from any allegation in such Action that Customer(i) Client’s or an Authorized User’s use of the Services and Provider Materials (excluding Customer Client Data and Third Third-Party Materials) ), and, if applicable, the Professional Services and Deliverables, in compliance accordance with this Agreement Terms of Service (including the Specifications) infringes a U.S. ), infringing or misappropriating such third party’s US Intellectual Property RightRights; (ii) gross negligence or more culpable act or omission (including recklessness or willful misconduct) by Provider or any third party on behalf of Provider, in connection with this Terms of Service. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: the extent that the alleged infringement arises from: (a) Third-Party Materials or Client Data; (b) access to or use of the Services or Provider Materials or, if applicable, Deliverables in combination with any hardware, system, software, network network, or other materials or service not provided by Provider or authorized specified for Client’s use in writing by Provider; the Documentation; (bc) modification of the Services or Provider Materials or Deliverables other than than: (i) by or on behalf of Provider Provider; or (ii) with Provider’s written approval in accordance with Provider’s written specification; ; (cd) failure to timely implement any modifications, upgrades, replacements replacements, or enhancements made available to Customer Client by or on behalf of Provider; or or (de) act, omission omission, or other matter described in Section 13.212.2(a), Section 13.212.2(b), Section 13.2 12.2(c), or Section 13.212.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, successors and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees (“Losses”) incurred by such Customer Indemnitee arising out of resulting from any claim or relating to any claim, suit, action or proceeding (each, an “Action”) by a third party (other than an Affiliate of a Customer Indemnitee to the extent that such Losses arise from any allegation in such Action that Customer’s use of the Services (excluding Customer Data and Third Party Materialsthird party materials) in compliance accordance with this Agreement (including the Specifications) infringes a U.S. or misappropriates such third party’s Intellectual Property RightRights. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: the extent that the alleged infringement arises from (a) access to or use of the Services or Provider Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by Provider; (b) modification of the Services or Provider Materials other than than: (i) by or on behalf of Provider Provider; or (ii) with Provider’s written approval in accordance with Provider’s written specification; , (b) combination of the Services (or any portion thereof) with any other product or service, (c) failure to timely implement any modifications, upgrades, replacements replacements, or enhancements made available to Customer by or on behalf of Provider; or , (d) Customer Data, (e) Provider implementing instructions or requests of Customer, or (f) any act, omission omission, or other matter described in Section 13.2, Section 13.2, Section 13.2 or Section 13.28.2, whether or not the same results in any Action claim or action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, successors permitted successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by such Customer Indemnitee arising out of or relating to resulting from any claim, suit, action or proceeding (each, an “Action”) Action by a third party (other than an Affiliate of a Customer Indemnitee to the extent that such Losses arise from any allegation in such Action Indemnitee) that Customer’s or an Authorized User’s use of the Services (excluding Customer Data and Third Third-Party Materials) in compliance accordance with this Agreement (including the Specifications) infringes a U.S. or misappropriates such third party’s US Intellectual Property RightRights. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) access to or use of the Services or Provider Materials in combination with any hardware, system, software, network network, or other materials or service not provided by Provider or authorized specified for Customer’s use in writing the Documentation, unless otherwise expressly permitted by Provider; Provider in writing; (bc) modification of the Services or Provider Materials other than than: (i) by or on behalf of Provider Provider; or (ii) with Provider’s written approval in accordance with Provider’s written specification; ; (cd) failure to timely implement any modifications, upgrades, replacements replacements, or enhancements made available to Customer by or on behalf of Provider; or or (de) act, omission omission, or other matter described in Section 13.211.02(a), Section 13.211.02 (b), Section 13.2 11.02 (c), or Section 13.211.02 (d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.