Common use of Representations and Indemnifications Clause in Contracts

Representations and Indemnifications. Wipfli represents and warrants that the Wipfli Materials: (a) do not infringe or violate the intellectual property or other rights of any third parties when operated or used as intended by the parties; (b) contain no viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Notwithstanding the foregoing, the parties agree that the Wipfli Materials may contain programming routines or computer code that disables or permits the disabling of the Wipfli Materials at the end of the permitted period of use or permits access to the Wipfli Materials by Wipfli for the purposes of maintenance or technical support. Wipfli shall defend, indemnify and hold harmless Licensee and its stockholders, permitted successors, permitted assigns, officers, directors, employees, agents and representatives (“Licensee Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by a Licensee Indemnitee due to, arising out of, or relating to: (i) any suit or claim that the Wipfli materials infringe the rights of, or misappropriate the property of, any entity or person, including, but not limited to, intellectual property rights; or (ii) ▇▇▇▇▇▇’▇ breach of any representation, warranty or obligation under this Agreement. Licensee shall defend, indemnify and hold harmless Wipfli and its partners, permitted successors, permitted assigns, licensors, subcontractors, suppliers, officers, directors, employees, agents and representatives (“Wipfli Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by a Wipfli Indemnitee due to, arising out of, or relating to (i) Licensee’s use or misuse of the Wipfli Materials, Third Party Equipment, and Third Party Software, including, without limitation, any claims for personal injury, death, or property damage; or (ii) Licensee’s breach of any representation, warranty, or obligation under this Agreement.