Special Indemnification Relating to Infringement Sample Clauses
The Special Indemnification Relating to Infringement clause requires one party to protect the other from losses or legal claims arising from allegations that a product, service, or deliverable infringes on a third party’s intellectual property rights. Typically, this clause obligates the indemnifying party to cover costs such as damages, settlements, and legal fees if an infringement claim is made, and may also require them to modify or replace the infringing item. Its core function is to allocate the risk of intellectual property disputes, ensuring that the party providing the potentially infringing material bears responsibility for any resulting legal issues.
Special Indemnification Relating to Infringement. Subject to Section 9.5 below and to the limitations, exclusions and exceptions in Article 10:
(a) Administrator shall defend, hold harmless and indemnify the Customer Indemnitees from all Indemnified Damages which arise out of a Claim brought by a third party that is not an Affiliate of Customer against Customer arising from the actual or alleged infringement by such Administrator Materials of the rights of such third party.
(b) Customer shall defend, hold harmless and indemnify the Administrator Indemnitees from all Indemnified Damages which arise out of a Claim brought by a third party that is not an Affiliate of Administrator against Administrator arising from the actual or alleged infringement by Customer Information of the rights of such third party.
(c) Notwithstanding the provisions above, neither Party shall be obligated to indemnify or defend the other or settle any Claim of infringement: (i) asserted by an Affiliate of the other Party, (ii) caused by the other Party's (including its suppliers, designees, Affiliates, vendors or any other third parties who may perform certain services for the benefit of the other Party) additions to, changes in, or modification of Administrator Materials or Customer Information, as applicable; (iii) caused by the other Party's use of such information in combination with information provided by third parties; or (iv) caused by the other Party breaching Article 5 or Article 6 of this Agreement.
Special Indemnification Relating to Infringement. 37 9.4. Acts of Employees and Subcontractors............................ 38 9.5. Indemnification Procedures...................................... 38 9.6. Variances....................................................... 40 10. DISCLAIMERS, LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES ....... 41 10.1.
Special Indemnification Relating to Infringement. 11.3.1 Subject to Customer complying with this Agreement and the terms and conditions applicable to third party software which Administrator may provide to Customer in writing from time to time and subject to Section 11.3.5, Administrator agrees to defend, hold harmless and indemnify Customer and its Affiliates from all Indemnified Damages which arise out of a claim brought by a third party that is not an Affiliate of Customer against Customer and/or its Affiliates arising from the actual or alleged infringement by such Critical Applications of the intellectual property rights of third parties.
11.3.2 Subject to Customer complying with this Agreement and the terms and conditions applicable to third party software which Administrator may provide to Customer in writing from time to time, Administrator agrees to defend, hold harmless and indemnify Customer and its Affiliates from all Indemnified Damages which arise out of a claim brought by a third party that is not an Affiliate of Customer against Customer and/or its Affiliates alleging that Administrator had failed to obtain consent to Customer’s access of such third party software (other than the Designated third party software and Customer Software) when required under this Agreement.
11.3.3 Notwithstanding Sections 11.1.5, 11.2.9, 11.3.1 or 11.3.2, neither Party shall have any obligation to indemnify the other Party to the extent such infringement is a result of (a) modifications to materials or software provided or made by or on behalf of the other Party, (b) the other Party’s combination of the Services, deliverables, materials or software provided with items not furnished, specified or reasonably contemplated hereunder, (c) a breach of this Agreement by the other Party, (d) the failure of the other Party to use corrections or modifications provided by it, (e) adherence to specifications or processes provided or required by the other Party, or (f) third party software, except to the extent that such infringement or misappropriation arises from the failure of the responsible Party to obtain the necessary licenses or to abide by the limitations of the applicable third party software.