Client Indemnification of Prefect. Client agrees to indemnify and hold harmless Prefect, its affiliates, and its and their respective partners, members, directors, officers, and representatives (each, a “Prefect Indemnified Party”) from any and all third party claims, judgments, causes of action, liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expense (including the reasonable fees and expenses of counsel), in each case as incurred (collectively, “Losses”) and brought against a Prefect Indemnified Party arising from or in connection with: (i) the Client Data, Client system, processing conducted by Client using the Materials, or access or use of any of the foregoing; and/or (ii) Client’s violation of any applicable law or third party rights, excluding to the extent arising from Prefect’s willful misconduct.
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Sources: Software as a Service Agreement, Software as a Service Agreement