Common use of Provider Indemnification Clause in Contracts

Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer, Customer's officers, directors, employees, agents, and Authorized Users (each, a "Customer Indemnitee") from and against any and all Losses incurred by Customer Indemnitee resulting from any Action by a third party other than an Affiliate of a Customer Indemnitee, that Customer's or an Authorized User's use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement infringes or misappropriates such third party's US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer's use in the Documentation; (c) modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider's written approval in accordance with Provider's written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or (e) act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend, defend and hold harmless Customer and Customer, Customer's ’s officers, directors, employees, agents, successors and Authorized Users permitted assigns (each, a "“Customer Indemnitee"”) from and against any and all Losses incurred by such Customer Indemnitee resulting from arising out of or relating to any Action claim, suit, action or proceeding (each, an “Action”) by a third party (other than an Affiliate of a Customer Indemnitee, Indemnitee to the extent that such Losses arise from any allegation in such Action that Customer's or an Authorized User's ’s use of the Services (excluding Customer Data and Third-Third Party Materials) in accordance compliance with this Agreement (including the Specifications) infringes or misappropriates such third party's US a U.S. Intellectual Property RightsRight. The foregoing obligation does not apply to the extent that the alleged infringement arises from: any Action or Losses arising out of or relating to any: (a) Third-Party Materials or Customer Data; (b) access to or use of the Services or Provider Materials in combination with any hardware, system, software, network, network or other materials or service not provided or authorized in writing by Provider or specified for Customer's use in the Documentation; Provider; (cb) modification of the Services or Provider Materials other than: than (i) by or on behalf of Provider; Provider or (ii) with Provider's ’s written approval in accordance with Provider's ’s written specification; ; (dc) failure to timely implement any modifications, upgrades, replacements, replacements or enhancements made available to Customer by or on behalf of Provider; or or (ed) act, omission, omission or other matter described in Section 12.2(a)13.2, Section 12.2(b)13.2, Section 12.2(c), 13.2 or Section 12.2(d)13.2, whether or not the same results in any Action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer and Customer, Customer's ’s officers, directors, employees, agents, permitted successors, and Authorized Users permitted assigns (each, a "“Customer Indemnitee"”) from and against any and all Losses incurred by Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee, ) that Customer's ’s or an Authorized User's ’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party's ’s US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer's ’s use in the Documentation, unless otherwise expressly permitted by Provider in writing; (c) modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider's ’s written approval in accordance with Provider's ’s written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or (e) act, omission, or other matter described in Section 12.2(a11.02(a), Section 12.2(b11.02 (b), Section 12.2(c11.02 (c), or Section 12.2(d11.02 (d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer, Customer's officers, directors, employees, agents, and Authorized Users (each, a "Customer Indemnitee") Client from and against any and all Losses incurred by Customer Indemnitee Client resulting from any Action by a third party (other than an Affiliate of a Customer IndemniteeClient) that arise out of or result from, that Customer's or are alleged to arise out of or result from (i) Client’s or an Authorized User's ’s use of the Services and Provider Materials (excluding Customer Client Data and Third-Party Materials) ), and, if applicable, the Professional Services and Deliverables, in accordance with this Agreement infringes Terms of Service (including the Specifications), infringing or misappropriates misappropriating such third party's ’s US Intellectual Property Rights; (ii) gross negligence or more culpable act or omission (including recklessness or willful misconduct) by Provider or any third party on behalf of Provider, in connection with this Terms of Service. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Client Data; (b) access to or use of the Provider Materials or, if applicable, Deliverables in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer's Client’s use in the Documentation; (c) modification of the Provider Materials or Deliverables other than: (i) by or on behalf of Provider; or (ii) with Provider's ’s written approval in accordance with Provider's ’s written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer Client by or on behalf of Provider; or (e) act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer, Customer's officers, directors, employees, agents, and Authorized Users (each, a "Customer Indemnitee") from and against any and all Losses losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees (“Losses”) incurred by Customer Indemnitee resulting from any Action claim or action by a third party other than an Affiliate of a Customer Indemnitee, that Customer's or an Authorized User's ’s use of the Services (excluding Customer Data and Third-Party Materialsthird party materials) in accordance with this Agreement infringes or misappropriates such third party's US ’s Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: from (a) Third-Party Materials or Customer Data; (b) access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer's use in the Documentation; (c) modification of the Provider Materials Services other than: (i) by or on behalf of Provider; or (ii) with Provider's ’s written approval in accordance with Provider's ’s written specification; , (db) combination of the Services (or any portion thereof) with any other product or service, (c) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or , (d) Customer Data, (e) Provider implementing instructions or requests of Customer, or (f) any act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d)8.2, whether or not the same results in any Action claim or action against or Losses by any Provider Indemnitee.

Provider Indemnification. Provider shall indemnify, defend, defend and hold harmless Customer, Customer and Customer's officers, directors, employees, agents, permitted successors and Authorized Users permitted assigns (each, a "Customer Indemnitee") from and against any and all Losses incurred by such Customer Indemnitee resulting from arising out of or relating to any Action claim, suit, action or proceeding (each, an "Action") by a third party (other than an Affiliate of a Customer Indemnitee, ) that Customer's or an Authorized User's use of the Services (excluding Customer Data and Third-Third Party Materials) in accordance compliance with this Agreement infringes or misappropriates such third party's US a U.S. Intellectual Property RightsRight. The foregoing obligation does not apply to the extent that the alleged infringement arises fromany Action or Losses arising out of or relating to any: (a) Third-Party Materials or Customer Data; (b) access to or use of the Services or Provider Materials in combination with any hardware, system, software, network, network or other materials or service not provided or authorized in writing by Provider or specified for Customer's use in the DocumentationProvider; (cb) modification of the Services or Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider's written approval in accordance with Provider's written specification; (dc) failure to timely implement any modifications, upgrades, replacements, replacements or enhancements made available to Customer by or on behalf of Provider; or (ed) act, omission, omission or other matter described in Section 12.2(a13.2(a), Section 12.2(b13.2(b), Section 12.2(c), 13.2(c) or Section 12.2(d13.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.