Common use of Indemnification by Client Clause in Contracts

Indemnification by Client. Client agrees to defend and indemnify Patheon, its Affiliates and their officers, employees, and agents against all losses, damages, costs, expenses (including reasonable attorneys’ fees), claims, demands, judgments and liability to, from and in favour of third parties (other than Affiliates) resulting from, or relating to any 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 (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 Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided 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. If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheon.

Indemnification by Client. Client agrees to shall indemnify, defend and indemnify Patheon, its Affiliates and their officers, employeeshold harmless Service Provider, and agents against all lossesits directors, damages, costs, expenses (including reasonable attorneys’ fees), claims, demands, judgments officers and liability to, employees from and in favour of third parties (other than Affiliates) resulting from, or relating to against any claim of infringement or alleged infringement of and all claims and Losses arising from any third party rightsclaim (including claims by Service Users, including any claim of infringement or alleged infringement of any intellectual property rights of third partiesClient personnel, in the Products, in the performance of Services, on the Specifications, or any portion thereof (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 Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgmentsClient Representatives, and liability are due to the negligence Service Provider personnel and Service ---------- * Confidential information has been omitted. Provider Representatives) based upon or wrongful act(s) of Patheon, its officers, employees, or agents and provided 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. If a claim occurs, Patheon willresulting from: (a) promptly notify Claims by Client Representatives resulting from any breach or default by Client in the performance of the claimClient's obligations under agreements with Client Representatives; (b) use commercially reasonable efforts to mitigate 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 effects of the claimAssigned Agreements and Managed Agreements; (c) reasonably cooperate 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 Client in the defense this Agreement of the claimClient 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 (dh) permit all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client to control the defense and settlement employees arising from Client's breach of the claim[***]*, all at or Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement 's breach of such claim its employment policies or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheonplans.

Indemnification by Client. Client agrees to defend and will indemnify Patheon, its Affiliates Affiliates, and their respective directors, officers, employees, and agents against all losses, damages, costs, expenses (including reasonable attorneys’ feesthe “Patheon Indemnified Parties”), claims, demands, judgments and liability to, defend and save each of them harmless from and against: (a) any Third Party Loss incurred by any of them in favour of third parties (other than Affiliates) resulting connection with, arising from, or relating to any 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 occurring as a result of: (except to the extent such claim is subject to Patheon’s indemnity obligations pursuant to Section 6B), or i) any claim of personal or bodily 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 is the result of arises other than from a breach of this Agreement by ClientPatheon; (ii) a claim that the Transfer Services performed by Patheon hereunder, includingin accordance with the terms and conditions of this Agreement, without limitationinfringes 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 representation device, composition, or warranty contained hereinprocess 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 at the Facility; or (ii) any damage to Patheon’s property or 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 the Transfer Services provided that Patheon and its employees and Third Party Subcontractors have complied with all applicable Equipment Standard Operating Procedures or the manufacturer’s terms of operation and recommended procedures for the Client Manufacturing Equipment, except Specifications, and have not otherwise acted in a negligent manner or committed an act of willful misconduct in connection with the use and Maintenance of the Client Manufacturing Equipment; except, in each case for (a) and (b), for those Losses for which Patheon has an obligation to indemnify the Client 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 provided, however, that Client will not be required to indemnify the losses, damages, costs, claims, demands, judgments, and liability are due Patheon Indemnified Parties with respect to any such Loss hereunder to the negligence extent the same is caused by any breach of contract, negligent act or wrongful act(s) of Patheon, its officers, employeesomission, or agents willful misconduct by Patheon or any or its Affiliates. Client acknowledges that Patheon has not and provided however will not conduct any freedom to operate searches in relation to the Product or the Client Manufacturing Process nor reviewed any Third Party patents in relation thereto and that Patheon’s failure or omission to do so will not be considered negligence for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If excluding or limiting a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheonunder this indemnity.

Indemnification by Client. Client agrees to defend indemnify, defend, and indemnify Patheonhold harmless RagingWire, its Affiliates and their officers, employees, agents, affiliates, and agents against all losses, damages, costs, expenses clients (including reasonable attorneys’ fees), claims, demands, judgments and liability to, collectively the "RagingWire Indemnitees") from and in favour of third parties (other than Affiliates) against Losses resulting from, or relating to from any claim of infringement or alleged infringement of Action brought by any third party rights, including against any claim of the RagingWire Indemnitees alleging: (a) the infringement or alleged infringement misappropriation of any intellectual property rights Intellectual Property Rights by Client or its Representatives: (i) relating to the use of third partiesthe Services in a manner not authorized by RagingWire, in (ii) resulting from RagingWire's compliance with Client's designs, specifications, or instructions, (iii) resulting from Client's use or combination of the Products, in Services with any items not supplied by RagingWire or Client's failure to use updated or modfied versions of the performance of Services, on the Specifications, or (iv) resulting from any portion thereof information provided by Client to RagingWire; (except to the extent such claim is subject to Patheon’s indemnity obligations pursuant to Section 6B), or any claim of b) personal or bodily injury or and/or property damage to the extent that caused by the injury negligence or misconduct of Client or its Representatives; (c) any violation of or failure to comply with the Rules and Regulations by Client or its Representatives; (d) any damage is or destruction to the Data Center(s), RagingWire property or equipment, or equipment of any third party caused by Client or its Representatives; (e) damages as a result of a the use or occupancy of the Data Center(s) by Client or its Representatives; (f) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity of any third party by Client or its Representatives; (g) spamming, or any other illegal conduct or violation of the Rules and Regulations by Client or its Representatives, or (h) Client's breach of this Agreement by Client, including, without limitation, any representation or warranty contained herein, except Agreement. The RagingWire Indemnitees may retain their own counsel to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided 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. If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client assist in the defense of the claim; and (d) permit any indemnified Action, at their own expense and provided Client to shall retain control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of over such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheondefense.

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 agrees to shall indemnify, defend and indemnify Patheonhold harmless Accenture and its Affiliates, its Affiliates and their respective employees, directors, officers, employeesprincipals (partners, shareholders or holders of an ownership interest, as the case may be) and agents against all losses, damages, costs, expenses (including reasonable attorneys’ feeseach an “Accenture Indemnified Party”), claims, demands, judgments and liability to, from and against any and all sums finally awarded (or paid pursuant to a final settlement agreement) to a third party arising from a claim, action or demand by such third party against an Accenture Indemnified Party, and any Claim Costs incurred by an Accenture Indemnified Party in favour connection with such claim, whether based in whole or in part in contract, tort, negligence, statute or otherwise, to the extent that such claim, action or demand arises from (a) the death of third parties (other than Affiliates) resulting fromor bodily injury to any person or loss of or damage to real or tangible personal property to the extent caused by the negligence or Willful Misconduct of Client, its personnel, agents/subcontractors, or relating Affiliates during the course of the Services under this Agreement; (b) Client’s breach of its obligations with respect to any claim Confidential Information under Section 6; (c) Client’s noncompliance with applicable law in breach of infringement Section 14.1 hereof; (d) claims by Client’s customers, employees or alleged infringement of any third party rightsClient Third Party Vendors that arise from the Services under this Agreement, 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 (except to the extent such claim is subject claims arise out of Accenture’s negligence, Willful Misconduct or breach of its obligations under the Agreement, and provided however, such indemnification shall not affect any claims that Client may have against Accenture under this Agreement with respect to Patheonthe Services giving rise to such claims; or (e) Client’s indemnity breach of its obligations pursuant with respect to Section 6B), or any claim of personal or bodily injury or property damage to 7 including the extent that the injury or damage is the result of a breach of this Agreement by Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgments, Data Protection Procedures as described in Section 7 and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided 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. If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon PatheonExhibit 5.

Indemnification by Client. Client agrees will: (i) defend Company and its employees, directors, affiliates, and suppliers (“Company Indemnified Parties”) from any Action against a Trove Indemnified Party alleging that: (A) the Client Content or its use by Company in accordance with this Agreement infringes, 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 defend and indemnify Patheonthe 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 Affiliates 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 their officers(b) indemnify the Company Indemnified Parties from and against any and all: (A) damages, employeesawards, and agents judgments finally awarded against Company Indemnified Parties to the extent arising out of an Action described this Section 11(b); (B) all losses, damages, costs, expenses out-of-pocket costs (including reasonable attorneys’ fees), claims, demands, judgments and liability to, from and ) incurred by Trove Indemnified Parties to the extent arising in favour connection with the defense of third parties such an Action (other than Affiliatesattorneys’ fees and costs incurred without Client’s consent after Client has accepted defense of that Action); and (C) resulting fromif such an Action is settled by Client, or relating all amounts payable to any claim of infringement or alleged infringement of any third party rights, including 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 claim of infringement or alleged infringement of any intellectual property rights of third parties, event notice in the Products, in the performance of Services, on the Specifications, or any portion thereof (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 Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that sufficient time for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read indemnifying Party to respond without giving effect prejudice) and the indemnifying party will have the exclusive right to any knowledge qualifierdefend or settle such Claim. If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) The indemnified Party will reasonably cooperate at the indemnifying Party’s expense with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join indemnifying Party in the defense and settlement of such claim or proceeding and employ counsel Claim. The indemnified Party may participate in the defense of any Claim at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheon.