Common use of Xxxxxx Xxxxxxxxxxx Clause in Contracts

Xxxxxx Xxxxxxxxxxx. You agree to hold harmless, indemnify, or at Your option, settle, any third party claim, suit or proceeding brought against Xxxxxx, its Affiliates and their respective employees, officers and directors (“Xxxxxx Xxxxxxxxxx(s)”) arising out of (i) Your unauthorized use of the Software and related services; (ii); Xxxxxx’s compliance with Your designs, specifications or instructions; (iii) Your unauthorized modification of the Software or SaaS Offering; and (iv) Your instructions or Your failure to comply with the obligations as set forth in Section 16(c) of this Agreement and the DPA, and You shall pay all third party costs and damages awarded in judgment of such claim or agreed to in settlement of such claim between You and such third party; provided that Xxxxxx Xxxxxxxxxx(s): (a) provide You with prompt notification of the claim, such that You are not prejudiced by any delay in such notification; and

Xxxxxx Xxxxxxxxxxx. You agree to hold harmless, indemnify, or at Your option, settle, any third party claim, suit or proceeding brought against Xxxxxx, its Affiliates and their respective employees, officers and directors (“Xxxxxx Xxxxxxxxxx(s)”) arising out of (i) Your unauthorized use of the Software and related services; (ii); Xxxxxx’s compliance with Your designs, specifications or instructions; (iii) Your unauthorized modification of the Software or SaaS Offering; and (iv) Your instructions or Your failure to comply with the obligations as set forth in Section 16(c15(c) of this Agreement and the DPA, and You shall pay all third party costs and damages awarded in judgment of such claim or agreed to in settlement of such claim between You and such third party; provided that Xxxxxx Xxxxxxxxxx(s): (a) provide You with prompt notification of the claim, such that You are not prejudiced by any delay in such notification; andand (b) provide reasonable assistance in connection with the defense or settlement, at Your expense.