Common use of Vendor Indemnification Clause in Contracts

Vendor Indemnification. Vendor shall indemnify, defend, and hold harmless Facility from and against any and all losses incurred by Facility resulting from any Third-Party Claim that the Software Services infringe or misappropriate such third party’s US patents, copyrights, or trade secrets, provided that Facility promptly notifies Vendor in writing of the claim, cooperates with Vendor, and allows Vendor sole‌ authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Facility agrees to permit Vendor, at Vendor’s sole discretion, to (i) modify or replace the Software Services to make them non-infringing, or (ii) obtain the right for Facility to continue use of the Software Services. If Vendor determines that neither alternative is reasonably available, Vendor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Provider. Section 7.2 will not apply to the extent that the alleged infringement arises from: (i) use of the Software Services in combination with data, software, hardware, equipment, or technology not provided by Vendor or authorized by Vendor in writing; or (ii) modifications to the Software Services not made by Vendor. THIS SECTION 7 SETS FORTH PROVIDER’S SOLE REMEDIES AND VENDOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

Vendor Indemnification. Vendor shall indemnify, defend, and hold harmless Facility Provider from and against any and all losses incurred by Facility Provider resulting from any Third-Party Claim that the Software Services infringe or misappropriate such third party’s US patents, copyrights, or trade secrets, provided that Facility Provider promptly notifies Vendor in writing of the claim, cooperates with Vendor, and allows Vendor sole‌ sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Facility Provider agrees to permit Vendor, at Vendor’s sole discretion, to (i) modify or replace the Software Services to make them non-infringing, or (ii) obtain the right for Facility Provider to continue use of the Software Services. If Vendor determines that neither alternative is reasonably available, Vendor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Provider. Section 7.2 will not apply to the extent that the alleged infringement arises from: (i) use of the Software Services in combination with data, software, hardware, equipment, or technology not provided by Vendor or authorized by Vendor in writing; or (ii) modifications to the Software Services not made by Vendor. THIS SECTION 7 SETS FORTH PROVIDER’S SOLE REMEDIES AND VENDOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.PARTY.‌