Customer/Distributor and “Mutual” IP Indemnities
Customer shall defend and indemnify Provider and Provider’s Indemnified Associates against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging infringement or misappropriation of a copyright, trademark, or trade secret resulting from Provider’s authorized use of written material, photos, other images, logos, or other content uploaded to the System through Customer’s account, whether by Customer or by its own customers or other users (collectively, “Customer Content”). Indemnified Claims include, without limitation, enforcement actions by government agencies. However, Customer’s obligations above in this Section __ do not apply to the extent that an Indemnified Claim arises out of: (i) Provider’s breach of this Agreement, including without limitation its failure to remove Customer Content after Customer provides written notice of infringement, to the extent that removal is in Provider’s power; or (ii) revisions to Customer Content made by Provider or its agents or employees without Customer’s consent, other than revisions necessary to display or use Customer Content as described in the Specifications.
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Each party (“Indemnitor”) shall defend and indemnify the other party (“Indemnified Party”) and Indemnified Party’s Indemnified Associates against any third party claim, suit, or proceeding arising out of, related to, or alleging infringement or misappropriation of any patent, copyright, or other intellectual property right resulting from Indemnified Party’s authorized use of software provided by Indemnitor (an “Indemnified Claim”). However, Indemnitor’s obligations above in this Section __ do not apply to the extent that an Indemnified Claim arises out of: [insert the five exclusions in the prior two clause boxes].