Subscriber Data. Subscriber will, at its expense, defend HotSchedules from and settle any actual or threatened third party Claim arising from or relating to the Subscriber Data or other materials or information provided by or on behalf of Subscriber, and will indemnify HotSchedules from all damages, costs, and attorneys’ fees finally awarded against HotSchedules as a result of such Claim; provided, however, that (a) HotSchedules gives Subscriber prompt written notice of the Claim; (b) HotSchedules grants Subscriber full and complete control over the defense and settlement of the Claim; (c) HotSchedules provides reasonable assistance at Subscriber’s request in connection with the defense and settlement of the Claim; and (d) HotSchedules complies with any settlement or court order made in connection with the Claim. Furthermore, Subscriber will indemnify HotSchedules from all liabilities, costs, and expenses incurred by HotSchedules in connection with any subpoena, testimony, deposition, or other HotSchedules participation in connection with any third-party Claim brought against Subscriber involving Subscriber Data or Subscriber’s employees or business.
Appears in 5 contracts
Samples: Master Customer Agreement, Master Customer Agreement, Master Customer Agreement