Common use of Supplier Indemnification Clause in Contracts

Supplier Indemnification. Supplier shall defend and indemnify Customer and its Affiliates against any losses, costs, expenses (including reasonable legal costs) and damages in connection with any third-party claim or action brought against Customer to the extent that such claim directly arises from an allegation that the use of the Services (or any part thereof) infringes the Intellectual Property Rights of a third party (“IP Claim”). This Section shall not apply to the extent the IP Claim is attributable to: (a) use of the Services (or any part thereof) by or on behalf of Customer other than in accordance with the terms of this Agreement; (b) any use by or on behalf of Customer of the Services in combination with any item not supplied or recommended by Supplier where such use of the Services directly gives rise to the IP Claim; or (c) fraud, fraudulent misrepresentation, negligence or wilful misconduct by or on behalf of Customer.

Supplier Indemnification. Supplier shall defend and indemnify Customer and its Affiliates against any losses, costs, expenses (including reasonable legal costs) and damages in connection with or, at Supplier’s option, settle any third-third party claim or action brought against Customer to the extent that such claim directly arises claims arise from an allegation that the use of the Services (or any part thereof) infringes the Intellectual Property Rights of a third party (“IP Claim”). This Section shall not apply to where the extent the IP Claim is attributable to: (ai) use of the Services (or any part thereof) by or on behalf of Customer other than in accordance with the terms of this Agreement; (bii) any use by or on behalf of Customer of the Services in combination with any item not supplied or recommended by Supplier where such use of the Services directly gives rise to the IP Claim; or (ciii) fraud, fraudulent misrepresentation, negligence or wilful misconduct by or on behalf of Customer.

Supplier Indemnification. Supplier shall defend and indemnify Customer and its Affiliates against any losses, costs, expenses (including reasonable legal costs) and damages in connection with any third-party claim or action brought against Customer to the extent that such claim directly arises from an allegation that the use of the Services (or any part thereof) infringes the Intellectual Property Rights of a third party (“IP Claim”). This Section shall not apply to the extent the IP Claim is attributable to: (a) use of the Services (or any part thereof) by or on behalf of Customer other than in accordance with the terms of this Agreement; (b) any use by or on behalf of Customer of the Services in combination with any item not supplied or recommended by Supplier where such use of the Services directly gives rise to the IP Claim; or (c) fraud, fraudulent misrepresentation, negligence or wilful misconduct by or on behalf of Customer.Customer.‌