Common use of Phoenix Indemnification of PFPC Clause in Contracts

Phoenix Indemnification of PFPC. Phoenix will indemnify, defend, and hold harmless PFPC and its officers, directors, employees, and agents, for all Losses arising out of or related to (a) Phoenix’s gross negligence, willful misconduct or material breach of the terms of this Agreement, except to the extent such breach is attributable to PFPC’s negligent actions or omissions; (b) PFPC’s following of Phoenix’s instructions or Phoenix’s entry of incorrect information into PFPC’s, Agent’s systems; (c) the operation and procedures applicable to Customers’ Phoenix Preferred Client Accounts; (d) violations of any federal or state securities laws, regulations, or orders, or of the rules of any self-regulatory organization, except to the extent such violations are attributable to PFPC’s negligent acts or omissions; and (e) any dispute based on false advertising claims related to portions of forms and materials for which portions PFPC’s approval is not required under Section 2.3.2 hereof.