Common use of Indemnity by Customer Clause in Contracts

Indemnity by Customer. Customer hereby agrees to indemnify and defend Masergy, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, representatives and agents (collectively, the “Masergy Indemnified Parties”), from and against, and hold the Masergy Indemnified Parties harmless from, any and all Claims asserted by any third party against or incurred by the Masergy Indemnified Parties, including any Claims of Customer, to the extent such Claims arise out of or directly result from (i) Customer Negligence; or (ii) the misuse of the Services by Customer or a user who is given access to the Services by Customer. “Customer Negligence” shall mean the gross negligence or intentional misconduct of Customer or Customer’s principles, officers, directors, agents or employees.