Common use of Indemnification by Client Clause in Contracts

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 comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*, or Client's breach of its employment policies or plans.

Indemnification by Client. Client shall indemnify, agrees to defend and hold harmless Service Providerindemnify Patheon, its Affiliates and their officers, employees, and its directorsagents against all losses, officers damages, costs, expenses (including reasonable attorneys’ fees), claims, demands, judgments and employees liability to, from and against in favour of third parties (other than Affiliates) resulting from, or relating to any and all claims and Losses arising from claim of infringement or alleged infringement of any third party rights, including any claim of infringement or alleged infringement of any intellectual property rights of third parties, in the Products, in the performance of Services, on the Specifications, or any portion thereof (including claims except to the extent such claim is subject to Patheon’s indemnity obligations pursuant to Section 6B), or any claim of personal or bodily injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement by Service UsersClient, Client personnelincluding, Client Representativeswithout limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgments, and Service Provider personnel liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and Service ---------- * Confidential information has been omittedprovided however that for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. Provider Representatives) based upon or resulting fromIf a claim occurs, Patheon will: (a) Claims by promptly notify Client Representatives resulting from any breach or default by Client in of the performance of Client's obligations under agreements with Client Representativesclaim; (b) Claims by Third Party Vendors under Assigned Agreements or Managed Agreements resulting from any breach use commercially reasonable efforts to mitigate the effects of Client's duties or obligations arising out of or in connection with the Assigned Agreements and Managed Agreementsclaim; (c) Client's breach reasonably cooperate with Client in the defense of its obligations under [***]* of this Agreement;the claim; and (d) a claim of Intellectual Property infringement asserted against Service Provider caused by use by Service Provider in accordance with this Agreement permit Client to control the defense and settlement of the Client Intellectual Property (except for New Intellectual Property)claim, Client Softwareall at Client’s cost and expense, 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.that (ei) any amounts, including taxes, interest Patheon may join in the defense and penalties, assessed against Service Provider that are the obligation settlement of Client pursuant to [***]*; (f) bodily injury (including death) such claim 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 proceeding and confidentiality of Service Provider Confidential Information, Client Data and Client Confidential Information as required by this Agreement; or that Client failed to comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Informationemploy counsel at its own expense; and (hii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims asserted or proceedings pending against Patheon, contains no admission of liability or wrongdoing by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*Patheon, or Client's breach of its employment policies or plansand imposes no material adverse obligations upon Patheon.

Indemnification by Client. Client shall will indemnify, defend and hold harmless Service ProviderAccenture, Accenture Affiliates and its directorstheir respective employees, officers principals (partners, shareholders or other holders of an ownership interest, as the case may be) and employees agents from and against any and all claims and Losses arising from any third party claim (including claims by Service Usersthird parties, Client personnelwhether based in whole or in part in contract, Client Representativestort, and Service Provider personnel and Service ---------- * Confidential information has been omitted. Provider Representatives) based upon negligence, statute or resulting fromotherwise, arising from any of the following: (a) Claims the death of or bodily injury to any employee of Accenture or any Accenture Affiliate (or their respective subcontractors) to the extent directly caused by the gross negligence or willful misconduct of Client Representatives resulting from or any breach or default by Client in the performance of Client's obligations under agreements with Client RepresentativesAffiliate; (b) Claims by Third Party Vendors under Assigned Agreements or Managed Agreements resulting from any breach of Client's duties or obligations arising out the loss of or in connection with damage to the Assigned Agreements and Managed Agreementsreal or tangible personal property (whether owned or leased) of Accenture, any Accenture Affiliate or any of their respective employees or subcontractors to the extent directly caused by the gross negligence or willful misconduct of Client or any Client Affiliate; (c) Client's breach the failure of Client to perform any of its obligations under [***]* any license, lease or other agreement between (i) Client and a third party (except to the extent the liability arises out of a failure of Accenture to perform an obligation assumed by Accenture under this Agreement) or (ii) for which Client has assumed or retained administrative, financial or operational responsibility (as applicable) pursuant to this Agreement; (d) a claim Client’s failure to obtain any Consents for which Client is administratively responsible pursuant to the provisions of Intellectual Property infringement asserted against Service Provider caused by use by Service Provider in accordance with this Agreement of the Client Intellectual Property or to have all necessary licenses or permits (except for New Intellectual Propertyincluding, but not limited to, any necessary third-party administrator, adjuster, or producer licenses), 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 claim asserted against Service Provider that are the obligation Accenture by current or former employees of Client pursuant arising out of actions or omissions of Client related to [***]*this Agreement (including any Services Agreements) during the period of such employee’s employment with Client; (f) bodily injury (including death) any failure of Accenture to perform under any Accenture-Managed Agreement to the extent Accenture’s non-performance arose from errors or loss or damage omissions in Client’s description of such Accenture-Managed Agreement delivered pursuant to tangible property resulting from Client's or Client Representative's willful or negligent acts or omissions;Section 6.1 in lieu of complete and accurate copies of such Accenture-Managed Agreement; or (g) all claims that any third-party claim which arises in connection with the use by Client used of any deliverable or disclosedServices provided by Accenture to Client under this Agreement, except to the extent (i) covered by Accenture’s indemnities set forth in Section 15.1 or 15.3, (ii) directly caused by Accenture’s negligence or willful misconduct, or (iii) directly caused by the failure of Accenture to meet any Service Level (other than Service Levels being measured in connection with any applicable Burn-In Period) 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 comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's Accenture’s breach of [***]*, or Client's breach of its employment policies or plansany other material obligation hereunder.

Indemnification by Client. Client shall indemnify, defend and hold harmless Service ProviderInfoStrat (including its officers, and its directors, officers employees, agents, Affiliates, successors and employees permitted assigns), from and against any and all claims losses, liabilities, damages, claims, costs, penalties, expenses, and Losses arising from any fees (including but not limited to reasonable attorney’s fees, disbursements of counsel, and costs of investigation, litigation, third party claim (including claims by Service Users, Client personnel, Client Representativesdiscovery, and Service Provider personnel and Service ---------- * Confidential information has been omitted. Provider Representativessettlement ) based upon or resulting from: (a“Claim”) 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 (i) the Assigned Agreements injury of or damage to any person or real or tangible personal property, (ii) Client’s or Users’ willful misconduct and/or intentional or grossly negligent actions or breaches hereunder, (iii) Client’sbreach of is obligations under this Agreement or any related agreements, (iv) unauthorized use, access, copying, reproduction, and/or distribution of any portion of the Products by Client or any User, (v) Client or Users’ continued use of a Product after InfoStrat provides notice to stop, and/or (vii) any Claim made or brought against InfoStrat by a third party alleging that Client Data, or Client’s or Users’ use of the Services or Products infringes or misappropriates the intellectual property rights of a third party or violates applicable law, ; provided, that InfoStrat (a) promptly give Client written notice of the Claim; (b) give Client sole control of the defense and Managed Agreements; settlement of the Claim (provided that Client may not settle any Claim unless the settlement unconditionally release InfoStrat of all liability); and (c) provide to Client all reasonable assistance, at Client's breach ’s expense. InfoStrat may, at its sole option and at it own expense, participate in the Claim with its own separate legal counsel. The exercise by InfoStrat of its option to participate in the claim shall in no way limit or modify Client’s obligations under [***]* of set forth in 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 RepresentativesSection 10. (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 comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*, or Client's breach of its employment policies or plans.

Indemnification by Client. The Client shall agrees to indemnify, defend to the fullest extent permitted by law, each Holder of Registrable Securities and hold harmless Service Providereach Person who controls Initials the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and its directorsexpenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, officers unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and employees from any other of such indemnified parties with respect to such claim. (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages 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 liabilities 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 any investigation or inquiry, in each case caused by use or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of any violation by Service Provider in accordance with this Agreement the Client of any rules or regulation promulgated under the Securities Act applicable to the Client and relating to action or inaction required of the Client Intellectual Property in connection with such registration, except insofar as the same are (except i) contained in any information furnished in writing to the Client by such Holder expressly for New Intellectual Property)use therein, (ii) caused by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto, or (iii) caused by such Holder's failure to discontinue disposition of shares after receiving notice from the Client Softwarepursuant to Section 5.3 hereof. In connection with an underwritten offering, the Client Machines will indemnify such underwriters, their officers and any other tangible materials directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided by Client or Client Representatives; provided, however, that Client shall have no obligation above 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 indemnification 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 RepresentativesHolders of Registrable Securities. (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 comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*, or Client's breach of its employment policies or plans.

Indemnification by Client. Subject to and except to the extent of any indemnification from Paragon pursuant to Section 12.2 below, Client shall indemnify, defend and hold harmless Service ProviderParagon, its Affiliates, and its their respective directors, officers officers, employees, Subcontractors and employees agents (“Paragon Indemnitees”) harmless from and against any all losses, damages, liabilities, settlements, penalties, fines, costs and all claims expenses (including, without limitation, reasonable attorneys’ fees and Losses arising expenses and experts’ fees), (collectively, the “Liabilities”) to the extent such Liabilities arise out of or result from any third party claim (including claims claim, lawsuit or other action or threat 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 Third Party arising out of (a) Claims by the manufacture, packaging, testing, labeling, handling, distribution, marketing, use of or exposure to Drug Substance, Drug Product or Client Representatives resulting from Provided Materials, import, export or sale of the Drug Substance, Drug Product, or Product, in any form, including but not limited to, any Third-Party infringement claims based on claims that the Cell Lines, Drug Substance, Drug Product, or Product (or its use or manufacture) infringes such Third Party’s Intellectual Property, (b) any material breach of Section 11.1 of this Agreement, (c) Client’s grossly negligent acts or default by Client omissions or willful misconduct in the performance of Client's its obligations under agreements with Client Representatives; this Agreement, and/or (bd) Claims by Third Party Vendors under Assigned Agreements or Managed Agreements resulting from Client’s use of the results of this Agreement, including but not limited to use of the Manufacturing Process and/or Product and any breach results of research and development and/or clinical trials using any Product and/or Client's duties or obligations arising ’s commercialization of any such items; in each case, except to the extent that any of the foregoing arises out of or in connection with the Assigned Agreements and Managed Agreements; (c) Client's results from any Paragon Indemnitee’s gross negligence, willful misconduct or 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 . In 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, event that Client shall have no obligation has the right to retain and use Non-Conforming Product as set forth in Section 9.4, Client’s indemnity hereunder with respect to such Non-Conforming Product and 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 Representativesthereof shall be without exception. (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 comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*, or Client's breach of its employment policies or plans.

Indemnification by Client. Client shall indemnifywill indemnify Patheon, its Affiliates, and their respective directors, officers, employees, and agents (the “Patheon Indemnified Parties”), and defend and hold save each of them 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 fromagainst: (a) Claims any Third Party Loss incurred by any of them in connection with, arising from, or occurring as a result of: (i) any claim of personal injury or property damage to the extent that the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. injury or damage arises other than from a breach of this Agreement by Patheon; (ii) a claim that the Transfer Services performed by Patheon hereunder, in accordance with the terms and conditions of this Agreement, infringes or misappropriates a patent or any other Intellectual Property rights, if it is a claim related to the use of Existing Client Intellectual Property, the Client Manufacturing Equipment or the Client Manufacturing Process or the Product; or (iii) a claim that the use of any device, composition, or process provided by Client to Patheon and used in connection with the Transfer Services in accordance with the terms and conditions of this Agreement constitutes infringement or misappropriation of a Third Party’s Intellectual Property rights; or (b) any Loss incurred by any of them in connection with: (i) the negligence or willful misconduct of the Client On Site Representatives resulting from at the Facility; or (ii) any breach damage to Patheon’s property or default by any claims of personal injury to any Patheon employees or Third Party Subcontractors caused as a result of Patheon’s use of the Client Manufacturing Equipment in the performance of Client's obligations under agreements with Client Representatives; (b) Claims by the Transfer Services provided that Patheon and its employees and Third Party Vendors under Assigned Agreements Subcontractors have complied with all applicable Equipment Standard Operating Procedures or Managed Agreements resulting from any breach the manufacturer’s terms of Client's duties operation and recommended procedures for the Client Manufacturing Equipment, Specifications, and have not otherwise acted in a negligent manner or obligations arising out committed an act of or willful misconduct in connection with the Assigned Agreements use 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 Maintenance of the Client Intellectual Property Manufacturing Equipment; except, in each case for (except for New Intellectual Propertya) and (b), Client Software, for those Losses for which Patheon has an obligation to indemnify the Client Machines Indemnified Parties pursuant to Section 7.2 below, as to which Losses each Party shall indemnify the other to the extent of their respective liability for such Losses; and any other tangible materials provided by Client or Client Representatives; provided, however, that Client shall have no obligation will not be required to indemnify the Patheon Indemnified Parties with respect to any Losses such Loss hereunder to the extent the same arise out is caused by any breach of contract, negligent act or omission, or willful misconduct by Patheon or any or its Affiliates. Client acknowledges that Patheon has not and will not conduct any freedom to operate searches in connection with Service Provider's or Service Provider Representative's modification of relation to the Client Proprietary Software Product or the Client Manufacturing Process nor reviewed any Third Party Software patents in relation thereto and that Patheon’s failure or Service Provider's omission to do so will not be considered negligence for the purposes of excluding or Service Provider Representatives combination, operation or use with devices, data or programs not furnished by Client or Client Representativeslimiting a claim under this indemnity. (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 comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*, or Client's breach of its employment policies or plans.

Indemnification by Client. In addition to Client’s indemnification obligations in Sections 9.3 and 10.5, and any contained in an applicable SOW, Client shall indemnify, defend and hold harmless Service Provider, Accenture and its Affiliates, respective employees, directors, officers officers, principals (partners, shareholders or holders of an ownership interest, as the case may be) and employees agents (each an “Accenture Indemnified Party”), from and against any and all claims and Losses sums finally awarded (or paid pursuant to a final settlement agreement) to a third party arising from any a claim, action or demand by such third party claim (including claims by Service Users, Client personnel, Client Representativesagainst an Accenture Indemnified Party, and Service Provider personnel and Service ---------- * Confidential information has been omitted. Provider Representatives) any Claim Costs incurred by an Accenture Indemnified Party in connection with such claim, whether based upon in whole or resulting from: in part in contract, tort, negligence, statute or otherwise, to the extent that such claim, action or demand arises from (a) Claims the death of or bodily injury to any person or loss of or damage to real or tangible personal property to the extent caused by Client Representatives resulting from any breach the negligence or default by Client in the performance Willful Misconduct of Client's obligations , its personnel, agents/subcontractors, or Affiliates during the course of the Services under agreements with Client Representatives; this Agreement; (b) Claims by Third Party Vendors under Assigned Agreements or Managed Agreements resulting from any Client’s breach of Client's duties or its obligations arising out of or in connection with the Assigned Agreements and Managed Agreements; respect to Confidential Information under Section 6; (c) Client's ’s noncompliance with applicable law in breach of Section 14.1 hereof; (d) claims by Client’s customers, employees or Client Third Party Vendors that arise from the Services under this Agreement, except to the extent such claims arise out of Accenture’s negligence, Willful Misconduct or breach of its obligations under [***]* of this the Agreement; (d) a claim of Intellectual Property infringement asserted , and provided however, such indemnification shall not affect any claims that Client may have against Service Provider caused by use by Service Provider in accordance with Accenture under 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 the Services giving rise to the extent the same arise out of such claims; 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 comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*, or Client's ’s breach of its employment policies or plansobligations with respect to Section 7 including the Data Protection Procedures as described in Section 7 and Exhibit 5.

Indemnification by Client. Client shall indemnifywill: (i) defend Company and its employees, defend and hold harmless Service Providerdirectors, affiliates, and suppliers (“Company Indemnified Parties”) from any Action against a Trove Indemnified Party alleging that: (A) the Client Content or its directorsuse by Company in accordance with this Agreement infringes, officers misappropriates, or otherwise violates a third party’s intellectual property rights or rights of publicity or privacy, (B) a Pre-Owned Article does not conform to the description of that product in the Product Catalog provided by Client to Company or the content tag inside the product, if any; (C a Pre-Owned Article is not owned by Client; (D) a Pre-Owned Article fails to comply with any warranty made by Client, express or implied by applicable law (including product liability claims); (E) Client violated, or arising from Client violating, its online terms of use, online privacy policy, other policy of Client applicable to its customers, or any applicable law, rule or regulation (including, without limitation, any applicable marketing or consumer protection laws, rules or regulations); and employees (b) indemnify the Company Indemnified Parties from and against any and all claims and Losses arising from any third party claim all: (including claims by Service UsersA) damages, Client personnel, Client Representativesawards, 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 judgments finally awarded against Company Indemnified Parties to 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 extent arising out of or an Action described this Section 11(b); (B) all out-of-pocket costs (including reasonable attorneys’ fees) incurred by Trove Indemnified Parties to the extent arising in connection with the Assigned Agreements defense of such an Action (other than attorneys’ fees and Managed Agreements; costs incurred without Client’s consent after Client has accepted defense of that Action); and (cC) if such an Action is settled by 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 all amounts payable to any other tangible materials provided third party that are agreed to by Client in settlement of that Action. The Party seeking indemnity will provide the other Party with prompt written notice of such Claim (but in any event notice in sufficient time for the indemnifying Party to respond without prejudice) and the indemnifying party will have the exclusive right to defend or Client Representatives; provided, however, that Client shall have no obligation with respect to any Losses to settle such Claim. The indemnified Party will reasonably cooperate at 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 comply indemnifying Party’s expense with the terms indemnifying Party in the defense and settlement of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by such Claim. The indemnified Party may participate in the defense of any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*, or Client's breach of Claim at its employment policies or plansown expense.

Indemnification by Client. Client i. CLIENT shall indemnify, defend and indemnify and hold HYALURON and any parent, subsidiary, or affiliate entity and their officers, directors and the employees, and/or their successors and assigns thereto (collectively, “HYALURON Indemnities”), free and harmless Service Providerfrom any and all expenses associated therewith (including, without limiting the generality of the foregoing, reasonable defense costs and attorney’s fees), to the extent arising out of or in connection with, or are the result of, or are otherwise related to: 1. the promotion, distribution, use, misuse or sale of the Drug Product (including, without limiting the generality of the foregoing, any claims, express, implied or statutory, made as to the efficacy or safety thereof); provided such expenses are not the result of the negligence or willful misconduct of HYALURON or any of its directorsagent or employees or breach by HYALURON of any terms of this Agreement; including all Exhibits attached hereto. 2. any Drug Product labeling or packaging; 3. CLIENT’S non-compliance with any applicable Federal or State law or regulation; or 4. any failure of CLIENT to perform, officers in whole or in part, any of its obligations hereunder except in each case to the extent caused by the acts or omissions of HYALURON including the negligence or willful misconduct of HYALURON or any of its agents or employees or breach by HYALURON of any terms of this Agreement, including all Exhibits attached hereto. ii. CLIENT also will indemnify and employees from hold HYALURON Indemnities free and harmless against any and all claims claims, demands, liability, actions or causes of action, and Losses arising from any third party claim and all expenses associated therewith (including claims by Service Userswithout limiting the generality of the foregoing, Client personnelreasonable defense costs and attorney’s fees), Client Representatives, and Service Provider personnel and Service ---------- * Confidential information has been omitted. Provider Representativesfor damages on account of personal injury (including death) based upon or resulting from: (a) Claims by Client Representatives resulting from any breach or default by Client in property damage to 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 extent 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 CLIENT’S alteration, secondary processing or handling 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 RepresentativesDrug Product. (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 comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (h) all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client employees arising from Client's breach of [***]*, or Client's breach of its employment policies or plans.