Common use of Indemnity by IBM Clause in Contracts

Indemnity by IBM. IBM shall indemnify EMW from, and defend and hold EMW and its affiliates, and their respective employees, officers, and directors harmless from and against any Losses suffered, incurred or sustained by EMW or to which EMW becomes subject, resulting from, arising out of or relating to any third party claim: (1) Relating to (a) a violation of 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, including unlawful discrimination and (b) work-related injury (except as may be covered by IBM's workers' compensation plan) or death, in each case caused by IBM. (2) Relating to any amounts, including taxes, interest and penalties, assessed against EMW which are the obligation of IBM under this Agreement. (3) Relating to personal injury (including death) or real or tangible personal property loss or damage resulting from IBM's acts or omissions. (4) That any commercial IBM Proprietary Software or commercial IBM Proprietary Tool or commercial IBM-logoed Machine, infringe such third party's patent, copyright, trade ▇▇▇▇, service ▇▇▇▇, trade secret, domain names or any similar proprietary rights; provided however, that IBM shall have no obligation under this paragraph (4) if the claim of infringement is caused by (i) EMW's misuse or modification of the Software, Tools or Deliverable Materials, (ii) EMW's failure to use corrections or enhancements made available by IBM, (iii) EMW's use of such Software, Tools or Deliverable Materials in combination with any product or material not owned or provided by IBM or (iv) specifications, designs or requirements provided by EWM or EMW Agents. (5) Based on an environmental claim arising out of this Agreement or as a result of the Services performed at the IBM Service Locations, except to the extent that EMW has caused the environmental damage giving rise to such claim. (6) By an IBM customer arising from services or systems provided by IBM or IBM Agents to such IBM customer. (7) Relating to IBM's failure to obtain, maintain or comply with the Consents and its Governmental Approvals.