Common use of Your Indemnification Clause in Contracts

Your Indemnification. We will defend or settle, at Our option and expense, any action, suit or proceeding brought against You that Our Software infringes a third party’s patent or copyright, in the United States of America and in Canada (“Claim”). We will indemnify You against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such Claim, provided that You: (i) promptly give Us written notice of the Claim; (ii) give Us sole control of the defense and settlement of the Claim; (iii) provide Us, at Our expense, with all available information and assistance relating to the Claim and cooperate with Us and Our counsel; (iv) do not compromise or settle such Claim; and (v) are not in material breach of any agreement with Us. We have no obligation to the extent any Claim results from: (a) You or Your users having modified Our Software, procured a modification from an unauthorized source, or used a release other than a current unaltered release of Our Software, if such an infringement would have been avoided by the use of a current unaltered release of Our Software, (b) Third Party Products unless such products have been supplied directly by Us (in which case the indemnity (if any) offered within the provisions of the relevant Third Party XXXX shall apply), or (c) the combination, operation or use of Our Software with software not provided by Us. If it is adjudicated that an infringement of Our Software by itself and used in accordance with the Agreement infringes any copyright, or patent in the United States and/or Canada, We shall, at Our option: (I) procure for You the right to continue using Our Software; or (II) replace or modify the same so it becomes non-infringing or (iii) either party shall be entitled to terminate the Agreement or the applicable Order Form upon written notice to the other party. THIS CLAUSE 6 STATES OUR ENTIRE OBLIGATION TO YOU AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.

Your Indemnification. We will defend or settle, at Our option and expense, any action, suit or proceeding brought against You that Our Software infringes a third party’s patent or copyright, in the United States of America and in Canada (“Claim”). We will indemnify You against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such Claim, provided that You: (i) promptly give Us written notice of the Claim; (ii) give Us sole control of the defense and settlement of the Claim; (iii) provide Us, at Our expense, with all available information and assistance relating to the Claim and cooperate with Us and Our counsel; (iv) do not compromise or settle such Claim; and (v) are not in material breach of any agreement with Us. We have no obligation to the extent any Claim results from: (a) You or Your users having modified Our Software, procured a modification from an unauthorized source, or used a release other than a current unaltered release of Our Software, if such an infringement would have been avoided by the use of a current unaltered release of Our Software, (b) Third Party Products unless such products have been supplied directly by Us (in which case the indemnity (if any) offered within the provisions of the relevant Third Party XXXX shall apply), or (c) the combination, operation or use of Our Software with software or data not provided by Us. If it is adjudicated that an infringement of Our Software by itself and used in accordance with the Agreement infringes any copyright, or patent in the United States and/or Canada, We shall, at Our option: (I) procure for You the right to continue using Our Software; or (II) replace or modify the same so it becomes non-infringing or (iii) either party shall be entitled to terminate the Agreement or the applicable Order Form upon written notice to the other party. THIS CLAUSE 6 7 STATES OUR ENTIRE OBLIGATION TO YOU AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.

Your Indemnification. We will defend or settle, at Our option and expense, any action, suit or proceeding brought against You that Our Software infringes a third party’s patent or copyright, in the United States of America and in Canada (“Claim”). We will indemnify You against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such Claim, provided that You: (i) promptly give Us written notice of the Claim; (ii) give Us sole control of the defense and settlement of the Claim; (iii) provide Us, at Our expense, with all available information and assistance relating to the Claim and cooperate with Us and Our counsel; (iv) do not compromise or settle such Claim; and (v) are not in material breach of any agreement with Us. We have no obligation to the extent any Claim results from: (a) You or Your users having modified Our Software, procured a modification from an unauthorized source, or used a release other than a current unaltered release of Our Software, if such an infringement would have been avoided by the use of a current unaltered release of Our Software, (b) Third Party Products unless such products have been supplied directly by Us (in which case the indemnity (if any) offered within the provisions of the relevant Third Party XXXX shall apply), or (c) the combination, operation or use of Our Software with software not provided by Us. If it is adjudicated that an infringement of Our Software by itself and used in accordance with the Agreement infringes any copyright, or patent in the United States and/or Canada, We shall, at Our option: (I) procure for You the right to continue using Our Software; or (II) replace or modify the same so it becomes non-infringing or (iii) either party shall be entitled to terminate the Agreement or the applicable Order Form upon written notice to the other party. THIS CLAUSE 6 STATES OUR ENTIRE OBLIGATION TO YOU AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.: