Common use of Disclosure of Customer Data Clause in Contracts

Disclosure of Customer Data. NetSuite will fully indemnify, defend and hold Customer harmless from and against any Losses arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer which arise out of or result from NetSuite’s gross negligence in preventing unauthorized access to confidential Customer Data, or NetSuite’s willful disclosure of such confidential Customer Data, as determined by a court of competent jurisdiction in connection with a claim by a third party alleging a breach of confidentiality. In addition, NetSuite will indemnify Customer up to an amount equal to five (5) times the equivalent of 12 months of license fees applicable at the time of the event, from and against any Losses incurred by Customer with respect to any third party claim, suit, action, or proceeding arising out of or relating to NetSuite’s breach of Section 5.12 of this Agreement (which breach that does not rise to the level of gross negligence in preventing unauthorized access to confidential Customer Data or NetSuite’s willful disclosure of such confidential Customer Data as described in Section 11.2). NetSuite’s indemnification obligations under this Section 11.2 are expressly premised upon Customer (a) promptly giving NetSuite notice of any such third party claim, suit, action, or proceeding; (b) giving NetSuite sole control of the defense and related settlement negotiations; and (c) promptly providing NetSuite with all reasonably available information and assistance necessary to perform NetSuite’s obligations under this Section 11.2.

Disclosure of Customer Data. NetSuite will fully indemnify, defend and hold Customer harmless from and against any Losses arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer which arise out of or result from NetSuite’s gross negligence in preventing unauthorized access to confidential Customer Data, or NetSuite’s willful disclosure of such confidential Customer Data, as determined by a court of competent jurisdiction in connection with a claim by a third party alleging a breach of confidentiality. In addition, NetSuite will indemnify Customer up to an amount equal to five (5) times the equivalent of 12 months of license fees applicable at the time of the event, from and against any Losses incurred by Customer with respect to any third party claim, suit, action, or proceeding arising out of or relating to NetSuite’s breach of Section 5.12 of this Agreement (which breach that does not rise to the level of gross negligence in preventing unauthorized access to confidential Customer Data or NetSuite’s willful disclosure of such confidential Customer Data as described in Section 11.2). NetSuite’s indemnification obligations under this Section 11.2 are expressly premised upon Customer (a) promptly giving NetSuite notice of any such third party claim, suit, action, or proceeding; (b) giving NetSuite sole control of the defense and related settlement negotiations; and (c) promptly providing NetSuite with all reasonably available information and assistance necessary to perform NetSuite’s obligations under this Section 11.2. Provided that NetSuite complies with this Section 11.2, Customer shall have no remedy against NetSuite, except it may at its option terminate the Agreement and receive a pro-rata refund of the license fees paid for under the Agreement for its use of the Service but which use has not yet been furnished by NetSuite as of the date of such termination.