Indemnification of Provider by Recipient Sample Clauses
The "Indemnification of Provider by Recipient" clause requires the recipient of goods or services to compensate the provider for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means that if the provider faces claims, lawsuits, or expenses due to the recipient's actions, negligence, or breach of contract, the recipient must cover those costs. For example, if the recipient's misuse of a product leads to a third-party claim against the provider, the recipient would be responsible for defending and reimbursing the provider. This clause primarily serves to allocate risk and protect the provider from financial harm caused by the recipient's conduct.
Indemnification of Provider by Recipient. Recipient agrees to indemnify and hold harmless each Provider Indemnified Person from and against any damages, and to reimburse each Provider Indemnified Person for all costs, damages, liabilities and fees and expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending any Action) (collectively, “Losses”) incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party (collectively, “Actions”), arising out of or in connection with Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions; provided that Recipient shall not be responsible for any Losses of any Provider Indemnified Person to the extent such Losses have resulted from such Provider Indemnified Person’s gross negligence or willful misconduct in connection with any of such Services, actions or inactions.
Indemnification of Provider by Recipient. Subject to the limitations set forth in Section 6(d), each Recipient shall indemnify and hold harmless each Provider and their respective Affiliates and Representatives (each a “Provider Indemnified Party”) from and against any damages, liabilities, losses, taxes, fines, penalties, costs and expenses (each a “Loss” and collectively, “Losses”) suffered or incurred by such Provider Indemnified Party to the extent caused by, resulting from or in connection with the gross negligence or willful misconduct of any Recipient, and shall reimburse each Provider Indemnified Party for all reasonable out-of-pocket expenses related thereto.
Indemnification of Provider by Recipient. 9 Section 5.04. Indemnification of Recipient by Provider.......................................... 10 Section 5.05. Indemnification as Exclusive Remedy.............................................. 10 ARTICLE 6 Term and Termination Section 6.01. Term................................................................................................. 10 Section 6.02. Termination...................................................................................... 10
Indemnification of Provider by Recipient. Recipient shall indemnify and hold harmless Provider, its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including attorney's fees and other expenses of litigation) to which such party may become subject to arising out of the Services provided by Provider to Recipient hereunder, provided that such indemnity shall not protect any such party against any liability to which such person would otherwise be subject to by reason of willful misfeasance, bad faith or gross negligence.