Indemnification of Vendor Clause Samples

Indemnification of Vendor. Customer shall defend, indemnify, and hold harmless Vendor and the Vendor Associates (as defined below), against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s any other possible use; (b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (c) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates any other law or restriction on electronic advertising. Customer’s obligations set forth in this Article 9.1 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Vendor Associates” are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

Indemnification of Vendor. Purchaser shall indemnify and hold Vendor, its directors, officers, employees, agents and shareholders, harmless from and against, and shall defend promptly Vendor from and reimburse them for, any and all losses, damages, costs, expenses, liabilities, obligations, actions, demands, judgments, interest or claims of any kind, including without limitation, reasonable attorney's fees, costs of investigation and remediation, punitive damages, consequential damages or other special damages that Vendor may at any time suffer or incur, or become subject to, as a result of or in connection with: (a) any breach or inaccuracy of any of the representations and warranties made by Purchaser in or pursuant to this Agreement; (b) any failure or breach by Purchaser to carry out, perform, satisfy, and discharge any of its covenants, agreements, undertakings, liabilities, or obligations under this Agreement; and (c) any suit, action, or other proceeding brought by any Person arising out of any of the matters referred to in this Section 11.2.

Indemnification of Vendor. Nasdaq shall indemnify Vendor against, and hold Vendor harmless from, any and all Claims or Losses imposed on, incurred by or asserted against Vendor as a result of: (a) Vendor refusing to furnish the Information to any person, or terminating or suspending delivery of the Information to any Subscriber, solely as a result of, and pursuant to, notice from Nasdaq: (i) limiting or terminating the right of any person (other than Vendor) to receive or use the Information pursuant to Section 3.05 or (ii) requesting Vendor to cease providing the Information to a Subscriber pursuant to Sections 4.06(b) or 4.11; provided, however, that the indemnification provided by this Section 7.02(a) shall not be available where Vendor ceases furnishing the Information to any person for whom no enforceable Subscriber Agreement was completed, executed and delivered in accordance with Section 4.06; (b) any assertion by any person that the Level 1 Service and/or Last Sale Service infringes any patent, trademark, service mark, ▇▇ade secret or copyright or violates any other intellectual property right; or (c) any defense or participation by Vendor in any action, suit, arbitration, or judicial or administrative proceeding involving any Claims or Losses described in this Section 7.02.

Indemnification of Vendor. Customer agrees to indemnify, to defend and to save and hold Vendor harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Vendor’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Vendor, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Vendor under this Agreement.

Indemnification of Vendor. Except as expressly provided by Section 4.1 hereof, Customer agrees to indemnify, defend and hold harmless Vendor and its Affiliates, and their respective shareholders, directors, officers, employees, agents and other representatives from and against any damage, loss, expense or other liability arising, directly or indirectly, out of either: (1) any claim by any Person other than Customer involving or related to any development or use of any Product by Customer (regardless of any flaw or defect of any kind in the Product, and regardless of any wrongful act or omission or other fault attributable to any of the above named indemnities), or (2) any breach of any of Customer’s obligations under this Agreement. Comment: You will notice that this is a one-sided indemnity, requiring the clinic to indemnify the Vendor, but there is no requirement that the Vendor indemnify the clinic. See Addendum for an example of one type of alternative more fair to the clinic. Indemnification provisions are powerful in that if the event requiring indemnity occurs, it is usually very expensive to the party providing the indemnity, and therefore they are hotly negotiated. Indemnity provisions usually require the indemnifying party to hire lawyers and to pay damages to protect the indemnified party against claims made by third parties. Even a frivolous lawsuit by a third party can be very expensive to defend against. Among the bigger risk for clinics is that the software infringes the Section 5 – Disputes intellectual property rights of others, or that the software (or its malfunction) causes a patient to suffer injury. Vendor will strive to limit its indemnity obligations by limiting its obligation to the amount of money it has received from the clinic, or by refusing to provide any indemnity at all. Clinics should try to narrow their indemnity obligations to specific events such as in the event that they breach their obligations under the Agreement. They should try to avoid extending broad, open-ended indemnity obligations. Prior to signing an agreement with indemnity provisions, they should discuss the same with their insurance carriers to determine what indemnity obligations will be covered, and what are not covered.

Indemnification of Vendor. The Purchaser shall indemnify the Vendor and the Principal for any loss or damage sustained by the Vendor before the Closing Date, directly or indirectly, by reason of a breach of any of the Purchaser's warranties and representations contained in this Agreement or the Purchaser defaulting under any contracts or liabilities listed in Schedule "A" and Schedule "C" to this Agreement. The Purchaser acknowledges that the Vendor and the Principal have entered into this Agreement relying upon the warranties and representations and other terms and conditions of this Agreement and that no information now known shall limit or extinguish the right to indemnity under this Agreement. This indemnification shall continue in full force and effect for a period of one year from the Closing Date.

Indemnification of Vendor. The Purchaser agrees to indemnify and save harmless the Vendor and its officers, directors, employees, agents, solicitors, accountants, professional advisors and other representatives (collectively, the “Vendor Indemnified Parties” and individually, a “Vendor Indemnified Party”) from and against all Losses suffered or incurred as a result of or arising directly or indirectly out of or in connection with: (a) any misrepresentation or inaccuracy of any representation or warranty of the Purchaser contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; (b) any breach or non-performance by the Purchaser of any term or covenant to be performed by the Purchaser which is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; and (c) any breach or non-performance by the Purchaser of its obligations under Article 10, the breach or non-performance by any Subsidiary of their obligations under the Las ▇▇▇▇▇▇ Lease where assignment and novation of the Vendor’s rights and obligations thereunder has not been achieved by the Closing, or any liability, cost or expense incurred by the Vendor in respect of the Assumed Obligations.

Indemnification of Vendor. Purchaser shall indemnify, defend and hold harmless Vendor and its Affiliates and each of their respective members, directors, officers, employees, advisors and agents (collectively, the “Vendor Indemnitees”) from and against all Claims incurred by or rendered against any Vendor Indemnitee which arise out of or in connection with: (a) any breach or inaccuracy of any representation, warranty or covenant of Purchaser set forth in this Agreement; or (b) the gross negligence or willful misconduct of the Purchaser.

Indemnification of Vendor. Notwithstanding any other provision of this Agreement, in the event that Vendor terminates this Agreement in the circumstances contemplated in Clause 3.2(c)(i), Purchaser: (i) shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of the Vendor's Related Persons, and, (ii) in addition and as an independent covenant shall indemnify Vendor and each of the Vendor's Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by them and all Claims made against them, in either case, as a direct consequence of a breach by Purchaser of any of its covenants in Clauses 7.5 and 7.6 as such relate to the Deposit Lands.