Indemnification by Client Clause Samples

Indemnification by Client. Client shall indemnify and hold Sageworks, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

Indemnification by Client. Client shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of Client. b)

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, and their respective directors, officers, employees and agents (“Catalent Indemnitees”) from and against any and all Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement, (B) any development, manufacture, packaging, sale, promotion, distribution, importation, exportation, storage, handling, transportation, disposition or use of or exposure to the Drug, Supplies or any other Zydis Formulation, including product liability or strict liability, (C) Client’s exercise of control over the Development Program to the extent that Client’s instructions or directions violate Applicable Laws, (D) the conduct of any clinical trials utilizing the Drug, Supplies or any other Zydis Formulation, (E) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights arising from or by intellectual property or information provided by Client, including Client-supplied Materials, or (F) any gross negligence or willful misconduct by Client; except to the extent that any of the foregoing arises out of or results from any Catalent Indemnitee’s negligence, willful misconduct or breach of this Agreement.

Indemnification by Client. Client shall indemnify, defend and hold the Consultant, its directors, officers, shareholders, attorneys, agents and affiliates, harmless from and against any and all losses, costs, liabilities, damages, and expenses (including legal and other expenses incident thereto) of every kind, nature and description, (collectively, "Losses") that result from or arise out of (i) the breach of any representation or warranty of Client set forth in this Agreement or in any certificate delivered to Consultant pursuant hereto; or (ii) the breach of any of the covenants of Consultant contained in or arising out of this Agreement or the transactions contemplated hereby.

Indemnification by Client. Client shall indemnify, defend and hold harmless Service Provider, and its directors, officers and employees from and against any and all claims and Losses arising from any third party claim (including claims by Service Users, Client personnel, Client Representatives, and Service Provider personnel and Service ---------- * Confidential information has been omitted. Provider Representatives) based upon or resulting from: (a) Claims by Client Representatives resulting from any breach or default by Client in the performance of Client's obligations under agreements with Client Representatives; (b) Claims by Third Party Vendors under Assigned Agreements or Managed Agreements resulting from any breach of Client's duties or obligations arising out of or in connection with the Assigned Agreements and Managed Agreements; (c) Client's breach of its obligations under [***]* of this Agreement; (d) a claim of Intellectual Property infringement asserted against Service Provider caused by use by Service Provider in accordance with this Agreement of the Client Intellectual Property (except for New Intellectual Property), Client Software, the Client Machines and any other tangible materials provided by Client or Client Representatives; provided, however, that Client shall have no obligation with respect to any Losses to the extent the same arise out of or in connection with Service Provider's or Service Provider Representative's modification of the Client Proprietary Software or the Client Third Party Software or Service Provider's or Service Provider Representatives combination, operation or use with devices, data or programs not furnished by Client or Client Representatives. (e) any amounts, including taxes, interest and penalties, assessed against Service Provider that are the obligation of Client pursuant to [***]*; (f) bodily injury (including death) or loss or damage to tangible property resulting from Client's or Client Representative's willful or negligent acts or omissions; (g) all claims that Client used or disclosed, or caused or permitted to be used or disclosed Service Provider's Confidential Information or Client Data or Client Confidential Information, contrary to the terms of this Agreement; or that Client failed to maintain an effective information security program to protect the security and confidentiality of Service Provider Confidential Information, Client Data and Client Confidential Information as required by this Agreement; or that Client failed to ...

Indemnification by Client. Client will indemnify, hold harmless and defend ICON and its affiliates and their officers, directors, employees, agents and advisors from and against, and will reimburse such indemnified parties with respect to, any and all claims, demands, causes of action, proceedings, losses, damages, debts, expenses, liabilities, fines, penalties, deficiencies, judgments or costs, including reasonable attorney fees, court costs, amounts paid in settlement and costs and expenses of investigations, at any time and from time to time asserted against or incurred by any such indemnified party arising out of, in connection with, resulting from or by reason of (a) any failure by Client to perform any obligations of this Agreement, or (b) any negligent or willful act or omission of Client.

Indemnification by Client. CLIENT shall defend COMPANY against any Claim made or brought against COMPANY by a third party alleging that CLIENT content, or CLIENT use of the SERVICE in violation of this AGREEMENT, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (including privacy laws), and CLIENT shall indemnify COMPANY for any damages finally awarded against, and for reasonable legal fees incurred by, COMPANY in connection with any such Claim; provided, that COMPANY (i) promptly gives CLIENT written notice of the Claim; (ii) gives CLIENT sole control of the defense and settlement of the Claim (provided that CLIENT may not settle any Claim unless the settlement unconditionally releases COMPANY of all liability); and (iii) provides to CLIENT all reasonable assistance at COMPANY's expense.

Indemnification by Client. Client shall defend, indemnify, and hold harmless TES and its officers, directors, agents, shareholders, and employees from all liabilities and claims for death, illness, or injury arising to persons or damage to property (including, without limitation, consequential damages) arising from Client’s operation of its business and/or resulting from the negligence or willful misconduct of Client or its agents, employees, or subcontractors (other than TES).

Indemnification by Client. CLIENT shall indemnify and hold VCS Representatives harmless from and defend against any and all Losses in respect to a claim brought against any VCS Representative by a Person other than CLIENT which results or arises from or is caused by (i) any negligent or willful acts or omissions by the CLIENT Representatives in connection with CLIENT’s program of selling and marketing its Products set forth in this Agreement; (ii) any acts or omissions by any CLIENT Representative outside the scope of this Agreement; (iii) any breach of this Agreement by any CLIENT Representatives in connection with the representations, duties and obligations of CLIENT under this Agreement (including any intentional wrongful acts or illegal acts of any CLIENT Representative in respect of any VCS Field Force member); (iv) products liability claims relating to any Product, whether arising out of warranty, negligence, strict liability (including manufacturing, design, warning or instruction claims) or any other product based statutory claim, and (v) any allegation that the trademarks, trade names and trade dress referred to in Section 8.1 used in the promotion of the Products or use of the name “ENDO” in performing Services hereunder infringes any intellectual property rights of any other Person. The indemnity obligation set forth in this Section 10.2 shall not apply to the extent VCS has an obligation to indemnify CLIENT in respect to such matter under Section 10.1.