Common use of Indemnification by BMC Clause in Contracts

Indemnification by BMC. If a third party asserts a claim against Customer asserting that Customer’s use of the Subscription Services in accordance with this Agreement violates that third-party’s patent, trade secret or copyright rights (“Infringement Claim”), then BMC will, at its own expense: (a) defend or settle the Infringement Claim; and (b) indemnify Customer for any damages finally awarded against Customer based on infringement by the Subscription Services. If BMC believes the Subscription Services may violate a right, then BMC will, at its expense: (a) modify the Subscription Services, or (b) procure the right to continue using the Subscription Services, and if (a) or (b) are not commercially reasonable, terminate Customer's right to use the Subscription Services and issue a pro-rata refund for the unexpired pre-paid portion of such Subscription Services.

Indemnification by BMC. If a third party asserts a claim against Customer asserting that Customer’s use of the BMC Subscription Services in accordance with this Agreement violates that third-party’s patent, trade secret or copyright rights (“Infringement Claim”), then BMC will, at its own expense: (a) defend or settle the Infringement Claim; and (b) indemnify Customer for any damages finally finally awarded against Customer based on infringement by the BMC Subscription Services. If BMC believes the BMC Subscription Services may violate a right, then BMC will, at its expense: (a) modify the BMC Subscription Services, or (b) procure the right to continue using the BMC Subscription Services, and if (a) or (b) are not commercially reasonable, terminate Customer's right to use the BMC Subscription Services and issue a pro-rata refund for the unexpired pre-pre- paid portion of such BMC Subscription Services.