Common use of Additional Indemnity Obligations Clause in Contracts

Additional Indemnity Obligations. Supplier hereby agrees to defend, indemnify and hold harmless Reseller from and against any and all third party Claims (i) arising out of any defects in any Products existing at the time such Products are sold by Supplier to Reseller, or (ii) arising out of the gross negligence or willful misconduct of Supplier, its employees, agents or representatives with respect to Supplier's performance of this Agreement; provided that Supplier is promptly notified in writing of the Claim and given complete control of the defense and settlement of the Claim. Reseller shall reasonably cooperate with Supplier, its insurance Supplier and its legal counsel in its defense of such Claims. This indemnity shall not cover any Claims in which Reseller fails to provide Supplier with prompt written notice which lack of notice prejudices the defense of the Claim. Reseller shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at Reseller's expense. ▇▇▇▇▇▇▇▇'s Indemnity Obligations to Supplier. Reseller hereby agrees to defend, indemnify and hold harmless Supplier, its affiliates and their respective officers directors, employees and agents from and against any and all Claims (i) arising out of the acts or omissions of Reseller, its employees, agents or representatives with respect to its performance of this Agreement, (ii) arising out of the alteration or modification of the Products or Supplier Marks by Reseller or its employees, agents or representatives or the use of the Products or Supplier Marks in combination with any other products or marks, or (iii) alleging that the Reseller's Marks infringe or otherwise violate the intellectual property rights of a third party. Supplier shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at Supplier's expense. Limitation of Liability; Actions. IN NO EVENT SHALL SUPPLIER BE LIABLE TO RESELLER UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.