1E9Ct5D

14.1 General Indemnification. [Provider/Each party (the "Indemnifying Party")]shall defend, indemnify and hold harmless [Customer/the other party] and each of[Customer's/the other party's][ Affiliates], and each of the foregoing Persons' respectiveofficers, directors, employees, agents[, contractors,] successors and assigns, (each of theforegoing Persons, a[n] ["Customer Indemnitee"/"Indemnitee"]) from and against allLosses arising out of or resulting from any third party claim, suit, action or proceeding(each, an "Action") [to the extent] that [such Action] does or is alleged to arise out of orresult from:(a) [the Provider's/the Indemnifying Party's] breach of any representation,warranty, covenant or obligation of [Provider/the Indemnifying Party] under thisAgreement (including, in the case of Provider, any action or failure to act by any ProviderPersonnel that, if taken or not taken by Provider, would constitute such a breach byProvider); or(b) any [action or failure to take a required action/negligence/gross negligence]or more culpable act or omission (including recklessness or willful misconduct) inconnection with the performance or nonperformance of any Services or other activityactually or required to be performed by or on behalf of, [Provider/the IndemnifyingParty] (including, in the case of Provider, any Provider Personnel) under this Agreement,[in the case of each of clause (a) and clause (b), except to the extent, if any, that afinal judgment or other final determination in such Action from which no appeal ispermitted or taken determines that such Losses were caused by the [CustomerIndemnitee's/Indemnitee's] [gross] negligence or more culpable conduct, or [material]breach of this Agreement and] provided that, to the extent that any Action or Lossesdescribed in this Section 14.1 arises out of, results from or alleges a claim that any of theServices does or threatens to infringe, misappropriate or otherwise violate any IntellectualProperty Rights or other rights of any third party, Provider's obligations with respect tosuch Action and Losses, if any, shall be subject to the terms and conditions of Section14.2(a) through Section 14.2(e) and Section 14.3.14.2 Infringement Indemnification By Provider. Provider shall indemnify, defend andhold each and all of the Customer Indemnitees, harmless from and against all Lossesarising out of or resulting from any Action [to the extent] that [such Action] does or isalleged to arise out of or result from a claim that any of the Services, or Customer's or anyAuthorized User's use thereof, actually does or threatens to infringe, misappropriate orotherwise violate any [US] Intellectual Property Right or other right of a third party,provided however, that Provider shall have no liability or obligation for any Action orLoss to the extent that such Action or Loss arises out of or results from any:(a) alteration or modification of the Hosted Services or Service Software by oron behalf of Customer or any Authorized User without Provider's authorization (each, a39