Common use of Indemnity by IBM Clause in Contracts

Indemnity by IBM. IBM agrees to indemnify, defend and hold harmless MSDW and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses incurred as a result of a third-party claim arising from, in connection with, or based on allegations of: (a) Any occurrences that IBM is required to insure against pursuant to Article 17, but only to the extent that IBM fails to provide such coverage and only to the extent of such coverage; (b) Any infringement of any patent, trademark, trade secret, copyright or other intellectual property rights, alleged to have occurred because of software, materials or other resources provided by IBM to MSDW, or based upon performance of the Services by IBM, except to the extent caused by the modification, misuse or improper combination with other products by MSDW or MSDW's Affiliates, not authorized by IBM, of such items; or (c) Any breach of an IBM obligation under Sections 6.1 or 7.3 of the Agreement to comply with applicable lease and license terms for MSDW Equipment or Third Party Software licensed by MSDW or an MSDW Affiliate.

Indemnity by IBM. IBM agrees to indemnify, defend and hold harmless MSDW and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses incurred as a result of a third-party claim arising from, in connection with, or based on allegations of: (a) Any occurrences that IBM is required to insure against pursuant to Article 17, but only to the extent that IBM fails to provide such coverage and only to the extent of such coverage; (b) Any infringement of any patent, trademark, trade secret, copyright or other intellectual property proprietary rights, alleged to have occurred because of software, materials or other resources provided by IBM to MSDW, or based upon performance of the Services by IBM, except to the extent caused by the modification, misuse or improper combination with other products by MSDW or MSDW's Affiliates, not authorized by IBM, of such items; or (c) Any breach of an IBM obligation under Sections 6.1 or 7.3 of the Agreement to comply with applicable lease and license terms for MSDW Equipment or Third Party Software licensed by MSDW or an MSDW Affiliate.