Common use of Sage Indemnification Clause in Contracts

Sage Indemnification. Subject to section 12.4, we shall indemnify and hold you and your Affiliates harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with a claim alleging that the Software infringes the Intellectual Property Rights of a third party. In no event shall we, our employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a modification of the Software by anyone other than us; (ii) your use of the Software in a manner contrary to the instructions given to you by us, including such instructions given in any Documentation; (iii) your use of the Software in combination with any Third-Party Service, if the alleged infringement relates to such combination; or (iv) your use of the Software after notice of the alleged or actual infringement from us or any appropriate authority.

Sage Indemnification. Subject to section clause 12.4, we shall indemnify and hold you and your Affiliates harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with a claim alleging that the Software infringes the Intellectual Property Rights of a third party. In no event shall we, our employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a modification of the Software by anyone other than us; (ii) your use of the Software in a manner contrary to the instructions given to you by us, including such instructions given in any Documentation; (iii) your use of the Software in combination with any Third-Party Service, if the alleged infringement relates to such combination; or (iv) your use of the Software after notice of the alleged or actual infringement from us or any appropriate authority.