Common use of Indemnity by IBM Clause in Contracts

Indemnity by IBM. IBM will indemnify and hold each member of the Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "Indemnitee") harmless from and against any and all Losses incurred by any of them arising from or in connection with: (a) any Claims of infringement asserted against an Indemnitee as a result of * on or after the Commencement Date, including the *; (b) subject to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, or similar property right conferred by contract or by common law or by any law of any country, including without limitation, the United States, and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with * related to the Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * including, without limitation, obtaining * for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with * provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's * provided by IBM and/or its Affiliates or subcontractors with * not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of * provided by IBM and/or its Affiliates to such Indemnitee * specifically designated in * or a written notice to Equifax from IBM; (c) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(a)), accruing during the Term (that is, not arising or resulting from a breach by the Equifax Group before the Commencement Date or after the termination date of this Agreement) regarding any Third Party Agreement; provided, however, IBM will have * to the extent arising out of or in connection with Claims for * related to the Services (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * for which it has responsibility or (ii) to the extent arising out of or resulting from Equifax * for which it has responsibility; (d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM will have no obligation under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of a member of the Equifax Group; (e) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Equifax Group which are obligations of IBM under this Agreement; * Information deleted pursuant to Rule 24b-2 of the Exchange Act. (f) any Claim for violation of environmental laws or regulations arising out of this Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Equifax Group sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; (g) any Claims directly attributable to IBM's decision to * and Equifax's * and Losses incurred by Equifax associated with *; (h) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Equifax under the terms of this Agreement) arising out of or resulting from IBM * provided to Equifax in writing regarding * to Equifax; (i) any Claims by any Transferred Employees in respect of which IBM is obliged to indemnify Equifax pursuant to Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇ or D-5 of Schedule D (Human Resources); and (j) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of * of this Agreement to the extent that such * are of specific application to the provision of the Services by IBM and/or its Affiliates to the Equifax Group under this Agreement. (k) In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM's indemnification hereunder shall be *. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, IBM, in an indemnification claim hereunder, expressly and without reservation * it may have under any applicable * or any other statute or judicial decision * and consents to *. This waiver and consent * is made irrespective of and specifically * under any statute or judicial decision.

Indemnity by IBM. IBM will shall defend AMO and the AMO Controlled Affiliates against and indemnify and hold each member of harmless AMO and the Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "Indemnitee") harmless AMO Controlled Affiliates from and against any against, Losses and all Losses incurred by any of them arising from or in connection with: (a) any Claims of infringement asserted against an Indemnitee as a result of * on or after the Commencement Date, including the *; (b) subject to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, or similar property right conferred by contract or by common law or by any law of any country, including without limitation, the United States, and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with * related to the Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * including, without limitation, obtaining * for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent Judgments arising out of or in connection with * relating to any third party Claim: (1) That the Tools, the Developed Software, the Work Product, the IBM Proprietary Software, any enhancements or modifications to the AMO Software performed by IBM or IBM Staff or any other resources or items (other than non-IBM resources or items) provided to the AMO Entities by IBM or IBM Staff infringe upon the copyright, patent, trademark, or trade secret rights of any third party except to the extent, and only to the extent, that such infringement is caused by (a) AMO, the AMO Entities’ or AMO Agents’ misuse or modification thereof (b) AMO, the AMO Entities’ or AMO Agents’ failure to use corrections or modifications thereof provided by IBM and/or its Affiliates or subcontractorsIBM Staff, (c) written information, directions, specifications or materials provided by AMO, the AMO Entities or AMO Agents, (d) AMO’s combination(s) of such resources or items with products, data or apparatus not provided by IBM, (e) use of such resources or items, by the AMO Entities and AMO Agents, in other than their specified operating environment, or an Indemnitee's * provided (f) the distribution, operation or use of such resources or items, by the AMO Entities and AMO Agents, for the benefit of a third party outside AMO’s enterprise, except as specifically contemplated by this Agreement. (2) Relating to IBM’s or a IBM Agent’s failure to obtain or maintain the IBM Governmental Approvals. (3) Relating to (a) a violation of applicable Federal, state, local or other laws or regulations for the protection of persons or members of a protected class or category of persons by IBM and/or its Affiliates or subcontractors with * not furnished byIBM Staff, through including unlawful discrimination, except to the extent caused by the tortious or at the specification unlawful conduct of AMO, or (b) claims of an employee of IBM or its Affiliates any IBM Staff for wages or subcontractors, or an Indemnitee's use of * provided by IBM and/or its Affiliates to such Indemnitee * specifically designated in * or a written notice to Equifax from IBM; (c) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(a)), accruing during the Term (that is, not arising or resulting from a breach by the Equifax Group before the Commencement Date or after the termination date of this Agreement) regarding any Third Party Agreement; provided, however, IBM will have * to the extent arising out of or in connection with Claims for * related to the Services (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * for which it has responsibility or (ii) to the extent arising out of or resulting from Equifax * for which it has responsibility; (d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM will have no obligation under this part, to the extent the same arise out of or benefits in connection with the negligence or willful misconduct performance of a member any of the Equifax Group;Covered Services. (e4) Relating to any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Equifax Group which AMO Entities that are obligations the obligation of IBM under this Agreement; * Information deleted or IBM Staff pursuant to Rule 24b-2 of the Exchange ActArticle 18. (f5) Relating to personal injury (including death) or tangible property damage resulting from IBM’s or any Claim IBM Staff’s acts or omissions for violation of environmental laws which IBM or regulations arising out of this Agreement or as a result of the Services performed at the FacilitiesIBM Staff is legally liable, the Data Center or the other Equifax Group sites or locations except to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; (g) any Claims directly attributable to IBM's decision to * and Equifax's * and Losses incurred by Equifax associated with *; (h) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Equifax under the terms acts or omissions of this Agreement) arising out of an AMO Entity or resulting from IBM * provided to Equifax in writing regarding * to Equifax; (i) any Claims by any Transferred Employees in respect of which IBM is obliged to indemnify Equifax pursuant to Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇ or D-5 of Schedule D (Human Resources); and (j) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of * of this Agreement to the extent that such * are of specific application to the provision of the Services by IBM and/or its Affiliates to the Equifax Group under this AgreementAMO Agent. (k6) In the event Subject to Section 27.01(2), relating to any liabilities or expenses connected with IBM’s breach of its contracts with third parties by failure to promptly pay for any and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing all services, products and/or software hereundermaterials, equipment or labor provided by such third parties and used by IBM in providing the Parties agree that Covered Services. (7) Relating to any misappropriation by IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM's indemnification hereunder shall be *. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, IBM, in an indemnification claim hereunder, expressly and without reservation * it may have under any applicable * or any other statute or judicial decision * and consents to *. This waiver and consent * is made irrespective IBM Staff of and specifically * under any statute or judicial decisionAMO Data.

Indemnity by IBM. IBM will indemnify agrees to indemnify, defend and hold each member of the Equifax Group harmless Federal-Mogul, its Affiliates and their respective officers, directors, employees, agentscontractors, successorsrepresentatives, contractors successors and assigns (each an "Indemnitee") harmless from and against any and all Losses incurred by any of them and threatened Losses arising from or from, in connection with, or based on allegations whenever made of, any of the following: (aA) Any third party claims of infringement of any patent, trade secret, copyright or other proprietary rights, alleged to have occurred because of the New IP, the IBM IP, the IBM Equipment, Deliverables, any enhancements or modifications to the Federal-Mogul IP performed by IBM or any other resources or items provided to Federal-Mogul by IBM (collectively, “IBM Provided Resources”), or based upon performance of the Services by IBM, except to the extent such claim arises out of: (1) Federal-Mogul’s modification of the IBM Provided Resources or use of an IBM Provided Resource in other than its specified operating environment, if any (unless such modification or use was at the direction of IBM); (2) Federal-Mogul’s combination, operation or use of such IBM Provided Resources with products or resources not provided by IBM (unless such combination, operation or use was at the direction of IBM); or (3) IBM’s compliance with specifications or directions provided by Federal-Mogul to IBM; (B) IBM’s failure to observe or perform any duties or obligations to be observed or performed on or after the applicable Management Date or Assignment Date by IBM under any of the Managed Contracts or Assigned Contracts; (C) Any claims arising after the applicable Country Agreement Effective Date relating to: (1) a violation of Law for the protection of persons or members of a protected class or category of persons by IBM or IBM’s subcontractors or representatives, including unlawful discrimination; (2) work-related injury, except as may be covered by IBM’s workers’ compensation plan, or death caused by IBM or IBM’s subcontractors or representatives; or (3) any Claims representations, oral or written, made by IBM or IBM’s subcontractors or representatives to Federal-Mogul’s employees, including the Seconded Employees; (D) IBM’s failure to obtain, maintain or comply with any Required Consent or IBM’s failure to comply with the terms of infringement asserted against an Indemnitee any agreement relating to any of the Required Consents; (E) Any claims relating to a breach of IBM’s obligations with respect to Federal-Mogul Confidential Information as set forth in Section 18.3 and Federal-Mogul Data as set forth in Section 18.1 and Section 18.2; (F) Any governmental fines, penalties or charges imposed by Law on Federal-Mogul as a result of * on any failure (whether by act or after the Commencement Date, including the *omission) by IBM to comply with Laws that apply to IBM’s business activities as a provider of F&A Outsourcing Services; (bG) subject Any claims relating to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, or similar property right conferred by contract or by common law or by any law of any countryamounts, including without limitationtaxes, interest and financial penalties, assessed against Federal-Mogul that are the United States, and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with * related to the Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * including, without limitation, obtaining * for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or as set forth in connection with * provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's * provided by IBM and/or its Affiliates or subcontractors with * not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of * provided by IBM and/or its Affiliates to such Indemnitee * specifically designated in * or a written notice to Equifax from IBMSection 19.4; (cH) any Claims, however described Any claims relating to personal injury (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(a)), accruing during the Term (that is, not arising or resulting from a breach by the Equifax Group before the Commencement Date or after the termination date of this Agreementdeath) regarding any Third Party Agreement; provided, however, IBM will have * to the extent arising out of or in connection with Claims for * related to the Services (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * for which it has responsibility or (ii) to the extent arising out of or resulting from Equifax * for which it has responsibility; (d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of loss or damage resulting from IBM, its Affiliates, contractors and subcontractors caused by the negligence ’s negligent acts or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM will have no obligation under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of a member of the Equifax Groupomissions; (eI) Any claim by any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Equifax Group which are obligations of IBM under this Agreement; * Information deleted pursuant to Rule 24b-2 of the Exchange Act. (f) any Claim for violation of environmental laws or regulations arising out of this Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Equifax Group sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; (g) any Claims directly attributable to IBM's decision to * and Equifax's * and Losses incurred by Equifax associated with *; (h) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Equifax under the terms of this Agreement) Seconded Employee arising out of or resulting from relating to any act or omission by IBM * provided to Equifax in writing regarding * to Equifaxor any IBM Personnel during the Secondment Period; (iJ) any Claims by any Transferred Employees IBM’s breach of its obligations set forth in respect Article 10 of which IBM is obliged Exhibit C to indemnify Equifax pursuant to Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇ or D-5 of Schedule D (Human Resources)the applicable Country Agreement; and (jK) Any claims relating to any Claims arising out fines, financial penalties or interest incurred by Federal-Mogul on account of or resulting from a breach by IBM late filings and/or its Affiliates of * of this Agreement late payments of: (1) annual 1099 tax filings; (2) U.S. federal, state and local payroll tax returns and withholdings; (3) European VAT returns and payments not prepared and filed with local country taxing authorities in accordance with Federal-Mogul’s published regulatory schedule; and (4) European non-VAT returns and statutory filings not prepared and submitted to Federal-Mogul in accordance with the agreed upon submission schedule, except to the extent that such * are of specific application claims result from Federal-Mogul’s failure to the provision of the Services by IBM and/or perform its Affiliates to the Equifax Group obligations under this Master Agreement. (k) In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM's indemnification hereunder shall be *. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, IBM, in an indemnification claim hereunder, expressly and without reservation * it may have under any applicable * or any other statute or judicial decision * and consents to *. This waiver and consent * is made irrespective of and specifically * under any statute or judicial decision.

Indemnity by IBM. IBM will indemnify and hold each member of the Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "IndemniteeINDEMNITEE") harmless from and against any and all Losses incurred by any of them arising from or in connection with: (a) any Claims of infringement asserted against an Indemnitee as a result of * on or after the Commencement Date, including the *; (b) subject to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, or similar property right conferred by contract or by common law or by any law of any country, including without limitation, the United States, and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; Equifax / IBM Confidential provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with * Claims for copyright infringement and/or breach of software licenses related to the Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * failing to perform its obligations under the Agreement including, without limitation, obtaining * any Required Consent for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with * an Indemnitee's modification of a program or a machine provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's * combination, operation or use of the services, equipment, software or other resources provided by IBM and/or its Affiliates or subcontractors with * devices, data, programs or other resources not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of * equipment or software provided by IBM and/or its Affiliates to such Indemnitee * under a Transaction Document in a country or countries other than those countries specifically designated in * the Transaction Document or a written notice to Equifax from IBM; (cb) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section SECTION 8.3(a)), accruing during the Term term of a Transaction Document (that is, not arising or resulting from a breach by the Equifax Group before the Commencement Date such effective date or after the termination date of this Agreementsuch Transaction Document) regarding any Third Party AgreementAgreement covered by such Transaction Document; provided, however, IBM will have * no obligation with respect to any Losses to the extent arising out of or in connection with Claims for * copyright infringement and/or breach of software licenses related to the Services (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * failing to perform its obligations under such Transaction Document including, without limitation, obtaining any Required Consent for which it has responsibility or (ii) to the extent arising out of or resulting result from Equifax * failing to perform its obligations under the Agreement including obtaining any Required Consent for which it has responsibility; (dc) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM will have no obligation under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of a member of the Equifax Group; (ed) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Equifax Group which are obligations of IBM under this the Agreement; * Information deleted pursuant to Rule 24b-2 of the Exchange Act.; (fe) any Claim for violation of environmental laws or regulations arising out of this the Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Equifax Group sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; (gf) any Claims directly attributable to IBM's decision to * request that Equifax cancel, substitute, terminate, change, add or breach any Third Party Agreement and Equifax's * assent to and compliance with such decision and Losses (not to exceed the financial estimate specified in Section 3.8(d)) incurred by Equifax associated with *such decision by IBM and compliance by Equifax; (hg) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Equifax under the terms of this the Agreement) arising out of or resulting from IBM * issuing an incorrect invoice or other information provided to Equifax in writing regarding * its charges to Equifax for the Services to Equifax;; and Equifax / IBM Confidential (ih) any Claims by any Transferred Affected Employees in respect of which IBM is obliged to indemnify Equifax pursuant to Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇ or D-5 of Schedule D (Human Resources); and (j) any Claims arising out of or resulting from a breach by their employment, or the termination of their employment, with IBM and/or its Affiliates of * of this Agreement Affiliates, except to the extent that any such * are Claim arises from a wrongful act of specific application to the provision of the Services by IBM Equifax and/or its Affiliates to the Equifax Group under this Agreement. (k) and/or subcontractors. In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM's indemnification hereunder shall be *primary and immediate. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, IBM, in an indemnification claim hereunder, expressly and without reservation * waives any defense or immunity it may have under any applicable * workers' compensation law(s) or any other statute or judicial decision * disallowing or limiting such indemnification and consents to *a cause of action for indemnity. This waiver and consent * to indemnification is made irrespective of and specifically * waiving any defense or immunity under any statute or judicial decision.

Indemnity by IBM. IBM will indemnify and hold each member of the Equifax Certegy Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "Indemnitee") harmless from and against any and all Losses incurred by any of them arising from or in connection with: (a) any Claims of infringement asserted against an Indemnitee as a result of * on or after the Commencement Date, including the *; (b) subject to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇mark, trade name, trade secret, or similar property right conferred by contract or by common law or by any law of any country, including without limitation, the United States, and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with * Claims for copyright infringement and/or breach of software licenses related to the CERTEGY/IBM CONFIDENTIAL Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * failing to perform its obligations under the Agreement including, without limitation, obtaining * any Required Consent for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with * an Indemnitee's modification of a program or a machine provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's * combination, operation or use of the services, equipment, software or other resources provided by IBM and/or its Affiliates or subcontractors with * devices, data, programs or other resources not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of * equipment or software provided by IBM and/or its Affiliates to such Indemnitee * under a Transaction Document in a country or countries other than those countries specifically designated in * the Transaction Document or a written notice to Equifax Certegy from IBM;, (cb) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(a)), accruing during the Term term of a Transaction Document (that is, not arising or resulting from a breach by the Equifax Certegy Group before the Commencement Date such effective date or after the termination date of this Agreementsuch Transaction Document) regarding any Third Party AgreementAgreement covered by such Transaction Document; provided, however, IBM will have * no obligation with respect to any Losses to the extent arising out of or in connection with Claims for * copyright infringement and/or breach of software licenses related to the Services (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * failing to perform its obligations under such Transaction Document including, without limitation, obtaining any Required Consent for which it has responsibility or (ii) to the extent arising out of or resulting result from Equifax * Certegy failing to perform its obligations under the Agreement including obtaining any Required Consent for which it has responsibility; (dc) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM will have no obligation under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of a member of the Equifax Certegy Group; (ed) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Equifax Certegy Group which are obligations of IBM under this the Agreement; * Information deleted pursuant to Rule 24b-2 of the Exchange Act.; (fe) any Claim for violation of environmental laws or regulations arising out of this the Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Equifax Group Certegy sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; (gf) any Claims directly attributable to IBM's decision to * request that Certegy cancel, substitute, terminate, change, add or breach any Third Party Agreement and EquifaxCertegy's * assent to and compliance with such decision and Losses (not to exceed the financial estimate specified in Section 3.8(d) incurred by Equifax Certegy associated with *such decision by IBM and compliance by Certegy; (hg) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Equifax Certegy under the terms of this the Agreement) arising out of or resulting from IBM * issuing an incorrect invoice or other information provided to Equifax Certegy in writing regarding * its charges to EquifaxCertegy for the Services to Certegy; (ih) any Claims by any Transferred Affected Employees in respect arising out of which or resulting from their employment, or the termination of their employment, with IBM is obliged and/or its Affiliates, except to indemnify Equifax pursuant to Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇ or D-5 the extent any such Claim arises from a wrongful act of Schedule D (Human Resources)Certegy and/or its Affiliates and/or subcontractors; and (ji) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of * Section 4.6 of this Master Agreement to the extent that such * regulatory approvals, permits, laws and regulatory requirements CERTEGY/IBM CONFIDENTIAL are of specific application to the provision of the Services information technology services by IBM and/or its Affiliates to the Equifax Certegy Group under this the Agreement. (k) . In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM's indemnification hereunder shall be *primary and immediate. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, IBM, in an indemnification claim hereunder, expressly and without reservation * waives any defense or immunity it may have under any applicable * workers' compensation law(s) or any other statute or judicial decision * disallowing or limiting such indemnification and consents to *a cause of action for indemnity. This waiver and consent * to indemnification is made irrespective of and specifically * waiving any defense or immunity under any statute or judicial decision.

Indemnity by IBM. IBM will indemnify and hold each member of the Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "“Indemnitee"”) harmless from and against any and all Losses incurred by any of them arising from or in connection with: (a) any Claims of infringement asserted against an Indemnitee as a result of * on or after the Commencement Date, including the *; (b) subject to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, or similar property right conferred by contract or by common law or by any law of any country, including without limitation, the United States, and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with * related to the Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * including, without limitation, obtaining * for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with * provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's ’s * provided by IBM and/or its Affiliates or subcontractors with * not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's ’s use of * provided by IBM and/or its Affiliates to such Indemnitee * specifically designated in * or a written notice to Equifax from IBM; (c) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's ’s exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(a)), accruing during the Term (that is, not arising or resulting from a breach by the Equifax Group before the Commencement Date or after the termination date of this Agreement) regarding any Third Party Agreement; provided, however, IBM will have * to the extent arising out of or in connection with Claims for * related to the Services (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * for which it has responsibility or (ii) to the extent arising out of or resulting from Equifax * for which it has responsibility; (d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM will have no obligation under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of a member of the Equifax Group; (e) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Equifax Group which are obligations of IBM under this Agreement; * Information deleted omitted pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange ActAct of 1934 and filed separately with the SEC. (f) any Claim for violation of environmental laws or regulations arising out of this Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Equifax Group sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; (g) any Claims directly attributable to IBM's ’s decision to * and Equifax's ’s * and Losses incurred by Equifax associated with *; (h) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Equifax under the terms of this Agreement) arising out of or resulting from IBM * provided to Equifax in writing regarding * to Equifax; (i) any Claims by any Transferred Employees in respect of which IBM is obliged to indemnify Equifax pursuant to Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇ or D-5 of Schedule D (Human Resources); and (j) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of * of this Agreement to the extent that such * are of specific application to the provision of the Services by IBM and/or its Affiliates to the Equifax Group under this Agreement. (k) In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM's ’s indemnification hereunder shall be *. Accordingly, in addition to other provisions herein, and in order to render the Parties' ’ intent and this indemnification agreement fully enforceable, IBM, in an indemnification claim hereunder, expressly and without reservation * it may have under any applicable * or any other statute or judicial decision * and consents to *. This waiver and consent * is made irrespective of and specifically * under any statute or judicial decision.

Indemnity by IBM. IBM will indemnify and hold each member of the Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "Indemnitee") harmless from and against any and all Losses ---------- incurred by any of them arising from or in connection with: (a) any Claims of infringement asserted against an Indemnitee as a result of * on or after the Commencement Date, including the *; (b) subject to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, or similar property right conferred by contract or by common law or by any law of any country, including without limitation, the United States, and any other applicable jurisdiction * or any state, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with * Claims for copyright infringement and/or breach of software licenses related to the Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors * failing to perform its obligations under the Agreement including, without limitation, obtaining * any Required Consent for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with * an Indemnitee's modification of a program or a machine provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's * combination, operation or use of the services, equipment, software or other resources provided by IBM and/or its Affiliates or subcontractors with * devices, data, programs or other resources not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of * equipment or software provided by IBM and/or its Affiliates to such Indemnitee * under a Transaction Document in a country or countries other than those countries specifically designated in * or a written notice to Equifax from IBM;the Transaction Document * (cb) any Claims, however described (including without limitation, failure to obtain Required Consents * or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements * pursuant to Section 8.3(a)), accruing during the Term term of a Transaction Document (that is, not arising or resulting from a breach by the Equifax Group before the Commencement Date such effective date or after the termination date of this Agreementsuch Transaction Document) regarding any Third Party Agreement* covered by such Transaction Document; provided, however, IBM will have * no obligation with respect to any Losses to the extent arising out of or in connection with Claims for * copyright infringement and/or breach of software licenses related to the Services (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under such Transaction Document including, without limitation, * for which it has responsibility or (ii) to the extent arising out of or resulting result from Equifax * for which it has responsibility;failing to perform its obligations under the Agreement including * (dc) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM will have no obligation under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of a member of the Equifax Group; (ed) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Equifax Group which are obligations of IBM under this the Agreement; * Information deleted pursuant to Rule 24b-2 of the Exchange Act.; (fe) any Claim for violation of environmental laws or regulations * arising out of this the Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Equifax Group sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage * or violation of the environmental laws or regulations * from which the Claim arises; (gf) any Claims directly attributable to IBM's decision to request that Equifax * and Equifax's assent to and compliance with such decision and * and Losses incurred by Equifax associated with *such decision by IBM and compliance by Equifax; (hg) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Equifax under the terms of this Agreement) * arising out of or resulting from IBM * or other information provided to Equifax in writing regarding * for the Services to Equifax;; and (ih) any Claims by any Transferred Affected Employees in respect of which IBM is obliged to indemnify Equifax pursuant to Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇ or D-5 of Schedule D (Human Resources); and (j) any Claims arising out of or resulting from a breach by their employment, or the termination of their employment, with IBM and/or its Affiliates of * of this Agreement Affiliates, except to the extent that any such * are Claim arises from a wrongful act of specific application to the provision of the Services by IBM Equifax and/or its Affiliates to the Equifax Group under this Agreement. (k) and/or subcontractors. In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-non- employee of IBM, its contractors or subcontractors. IBM's indemnification hereunder shall be *primary and immediate. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, IBM, in an indemnification claim hereunder, expressly and without reservation * waives any defense or immunity it may have under any applicable * workers' compensation law(s) or any other statute or judicial decision * disallowing or limiting such indemnification and consents to *a cause of action for indemnity. This waiver and consent * to indemnification is made irrespective of and specifically * waiving any defense or immunity under any statute or judicial decision.