Common use of Indemnification by HINs of Participant Clause in Contracts

Indemnification by HINs of Participant. (a) Each HIN shall (x) indemnify, defend, and hold harmless Participant and its directors, officers, employees, contractors, representatives, and agents (the “Participant Indemnified Parties”) from and against any Losses paid by the Participant Indemnified Parties to any third party (whether pursuant to a court order, or as part of a settlement approved by such indemnifying HIN) arising out of an Action or any threat thereof (including by any Government Authority) against any Participant Indemnified Party, and (y) be liable to Participant Indemnified Parties for Losses, not including any indirect, consequential, special, incidental, punitive, or other exemplary losses or damages (e.g., lost or prospective profits), suffered by Participant Indemnified Parties; in each case to the extent related to, ▇▇▇▇▇▇▇ out of, or in connection with: (i) Breach by such HIN of the BAA between Participant and such HIN; (ii) Non-compliance with law (including, without limitation, HIPAA) or the SHIN-NY SOPs, in each case, in connection with such HIN’s performance of its obligations under this SCPA (including any performance of such obligations by its agents); (iii) Negligence, willful misconduct, or fraud of such HIN or its agents, in each case, in connection with such HIN’s performance of its obligations under this SCPA; or (iv) Any claim for actual or alleged infringement of intellectual property rights based on use of such HIN’s SHIN-NY Platform (“Infringement Claim”), except to the extent such infringement is a result of: (a) such Participant’s use of such SHIN-NY Platform in contravention of this SCPA or the SHIN-NY SOPs; (b) modifications to such SHIN-NY Platform made by such Participant other than at the instruction of such HIN; (c) failure of such Participant to cease using such SHIN-NY Platform within a reasonable period of time after notice from such HIN that such use is infringing; (d) failure of such Participant to install or implement promptly, at the instruction of such HIN, any change to render use of such SHIN-NY Platform non-infringing (but only to the extent that such installation or implementation would have rendered use of such SHIN-NY Platform non-infringing); or (e) any combination of such SHIN-NY Platform by Participant with products or systems other than those provided by, or authorized by, such HIN.