Common use of Indemnification by NCR Clause in Contracts

Indemnification by NCR. NCR shall indemnify, defend and hold harmless Teradata, each member of the Teradata Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Teradata Indemnitees”), from and against any and all Liabilities of the Teradata Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the failure of NCR or any other member of the NCR Group or any other Person to pay, perform or otherwise promptly discharge any Liabilities of the NCR Group other than the Teradata Liabilities, whether prior to or after the Effective Time or the date hereof; (b) the NCR Self-Services Business or any Liability of the NCR Group other than the Teradata Liabilities or any action taken or omitted to be taken in connection with any of the foregoing; and (c) any breach by NCR or any member of the NCR Group of this Agreement or any of the Ancillary Agreements (except to the extent any Ancillary Agreement contains an express provision on the limitation of liability).