Indemnification of cxDA. (a) ▇▇▇▇▇ shall indemnify and defend cxDA and its directors, officers, employees, and agents (collectively, “Indemnities”) from and against any and all third- party claims, damages, liabilities, costs, and expenses, including reasonable legal fees and expenses, arising out of or relating to intellectual property ownership rights with respect to the delegation of the TLD to ▇▇▇▇▇ , ▇▇▇▇▇ ’s operation of the registry for the TLD or ▇▇▇▇▇ ’s provision of Registry Services, provided that ▇▇▇▇▇ shall not be obligated to indemnify or defend any Indemnities to the extent the claim, damage, liability, cost or expense arose: (i) due to the actions or omissions of cxDA, its subcontractors, panelists or evaluators specifically related to and occurring during the registry TLD application process (other than actions or omissions requested by or for the benefit of ▇▇▇▇▇ ), or (ii) due to a breach by cxDA of any obligation contained in this Agreement or any willful misconduct by cxDA. This Section shall not be deemed to require ▇▇▇▇▇ to reimburse or otherwise indemnify cxDA for costs associated with the negotiation or execution of this Agreement, or with monitoring or management of the parties’ respective obligations hereunder. Further, this Section shall not apply to any request for attorney’s fees in connection with any litigation or arbitration between or among the parties, which shall be governed by Article 5 or otherwise awarded by a court of competent jurisdiction or arbitrator.
Appears in 2 contracts
Sources: Registry Agreement, Registry Agreement