If your organization's use of Egnyte causes a legal claim or liability against Egnyte, your organization may be required to cover Egnyte's legal costs and damages.
This analysis describes what Egnyte's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This clause creates a financial obligation on the customer side that goes beyond subscription fees; legal disputes triggered by your organization's use of the service could result in significant indemnification costs.
Interpretive note: The breadth of 'any applicable law' as a trigger for indemnification is not defined and may vary significantly by jurisdiction and the nature of the alleged violation.
If your use of Egnyte violates the terms or applicable law and Egnyte faces a legal claim as a result, your organization could be required to pay Egnyte's legal fees and any resulting damages, creating financial exposure beyond subscription costs.
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"Customer shall indemnify and hold harmless Egnyte and its officers, directors, employees, agents, and successors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Customer's use of the Service in violation of this Agreement or any applicable law.— Excerpt from Egnyte's Egnyte Terms of Service
(1) REGULATORY LANDSCAPE: Indemnification clauses are standard in commercial SaaS agreements. Their enforceability depends on the jurisdiction and the nature of the claim. Where a customer's violation of applicable law causes harm to a third party, indemnification obligations to Egnyte would be in addition to the customer's direct regulatory exposure. (2) GOVERNANCE EXPOSURE: Medium. The indemnification obligation is triggered by 'use of the Service in violation of this Agreement or any applicable law,' which is broader than simply contractual breach and could encompass regulatory violations, IP infringement by end users, or data handling failures. (3) JURISDICTION FLAGS: California and New York courts may scrutinize indemnification clauses for mutual reciprocity and proportionality. EU customers should assess whether cross-border indemnification obligations are consistent with applicable law in their home jurisdiction. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should assess whether Egnyte offers a mutual indemnification provision covering Egnyte's own IP infringement claims, service failures, or data breaches attributable to Egnyte's infrastructure. The one-sided nature of this clause as drafted (running from customer to Egnyte) should be evaluated against standard commercial practice. (5) COMPLIANCE CONSIDERATIONS: Legal teams should ensure that internal acceptable use policies and data governance programs minimize the risk of end-user behavior that could trigger indemnification obligations, and should assess whether the organization's insurance coverage addresses this type of third-party indemnification liability.
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This clause creates a financial obligation on the customer side that goes beyond subscription fees; legal disputes triggered by your organization's use of the service could result in significant indemnification costs.
If your use of Egnyte violates the terms or applicable law and Egnyte faces a legal claim as a result, your organization could be required to pay Egnyte's legal fees and any resulting damages, creating financial exposure beyond subscription costs.
ConductAtlas has identified this type of provision across 7 platforms. See the full comparison.
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