Common use of Sage Indemnification Clause in Contracts

Sage Indemnification. Subject to clause 11.4, Xxxx shall indemnify and hold you and your Affiliates harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that the Service infringes the Intellectual Property Rights of a third-party. In no event shall Sage, its Affiliates, employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a customisation or modification of the Service by anyone other than Sage; (ii) your use of the Service in a manner contrary to the instructions given to you by Sage, including such instructions given in any Documentation; (iii) your use of the Service in combination with any service, software, hardware, network or system not supplied by us, if the alleged infringement relates to such combination; or (iv) your use of the Service after notice of the alleged or actual infringement from Sage or any appropriate authority.

Sage Indemnification. Subject to clause 11.4, Xxxx shall indemnify and hold you and your Affiliates harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that the Service infringes the Intellectual Property Rights of a third-party. In no event shall Sage, its Affiliates, employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a customisation or modification of the Service by anyone other than Sage; (ii) your use of the Service in a manner contrary to the instructions given to you by SageXxxx, including such instructions given in any Documentation; (iii) your use of the Service in combination with any service, software, hardware, network or system not supplied by us, if the alleged infringement relates to such combination; or (iv) your use of the Service after notice of the alleged or actual infringement from Sage or any appropriate authority.