SERVICE PROVIDER Indemnification Clause Samples

SERVICE PROVIDER Indemnification. (a) Subject to the limitations set out at section 16, Armagh POS Solutions shall indemnify, defend, and hold harmless the Merchant, its servants, agents, successors and assigns from and against any and all losses arising from or in connection with claims made by third parties against the Merchant arising out of any gross negligence or willful misconduct of Armagh POS Solutions in the performance of Services or the observance of its obligations under this Agreement.

SERVICE PROVIDER Indemnification. The SERVICE PROVIDER agrees to indemnify, defend and hold the CITY, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent caused by the negligent acts, errors or omissions of the SERVICE PROVIDER, its partners, shareholders, agents, employees in the performance of professional Services under this Agreement, or by the SERVICE PROVIDER’S breach of this Agreement. The SERVICE PROVIDER expressly waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. The SERVICE PROVIDER’S indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefit acts or programs. This waiver has been mutually negotiated by the parties. Notwithstanding the foregoing, the defense obligation hereunder shall be limited to the reimbursement of reasonable legal fees to the extent fault is found hereunder.

SERVICE PROVIDER Indemnification. Company shall indemnify, defend, protect and hold harmless Service Provider and its directors, officers, employees, controlling persons and agents from and against any claim, demand, action, loss, damage, liability, cost, charge, reasonable counsel fees, and expense of any nature (collectively "Loss") they incur arising out of: (i) an inaccuracy or omission in any Fund's prospectus, statement of additional information, registration statement, annual or periodic report, brochure, proxy statement or advertising or marketing materials (except for advertising or marketing materials prepared by Service Provider that is not accurately derived from information created by Company, any Fund or any Affiliate); (ii) any breach by Company of this Agreement, except to the extent such Loss results from Service Provider's breach of this Agreement, willful misconduct or negligence; (iii) the negligence or willful misconduct of Company or any Fund.

SERVICE PROVIDER Indemnification. Service Provider, at its expense shall, to the extent it is liable, (a) defend Client from and against any third party claim that Client’s use of the Services, in accordance with the terms and conditions of this Agreement, infringes a United States trade secret, patent or copyright (in each case existing on the date of this Agreement) and (b) shall pay any costs or damages, from a judgment from which no appeal may be taken, that are finally awarded against Client resulting from a claim subject to subsection (a) above.

SERVICE PROVIDER Indemnification. The Company shall indemnify, defend, and hold harmless Service Provider and its Affiliates (each a, “Service Provider Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by a Service Provider Indemnified Party, arising out of or resulting from any action of a third party or the Company arising out of or occurring in connection with the fraud, gross negligence, and/or willful misconduct of the Company or any of their employees, officers, agents or representatives, any breach of this Agreement by the Company, or any violation of Law by the Company or their employees, officers, agents or representatives.

SERVICE PROVIDER Indemnification. Service Provider shall defend, indemnify and hold harmless Customer and its officers, directors, other corporate officials, employees, agents and representatives (collectively, the “Customer Indemnitees”) from and against any and all losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of investigation) (“Losses”) arising out of or resulting from any acts, errors, or omissions in breach of the Agreement by Service Provider, Service Provider’s affiliates, independent contractors, employees of Service Provider and Service Provider’s affiliates, and any such other third parties.

SERVICE PROVIDER Indemnification. The Company shall indemnify, defend, and hold harmless Service Provider and the other Purchaser Indemnitees (each a, “Service Provider Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by a Service Provider Indemnified Party (collectively, “Service Provider Indemnified Party Losses”), arising out of or resulting from any Action of a third party or the Company arising out of or occurring in connection with the Company’s gross negligence, willful misconduct, breach of this Agreement or violation of Law.

SERVICE PROVIDER Indemnification. Service Provider shall indemnify, defend and hold harmless Customer from and against any and all Losses incurred by such Customer arising out of or relating to any Action by a third party. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: a) Customer Materials and Third-Party Materials; b) access to, or use of, the Project, Project Software, Services or Service Provider Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized by the Service Provider, or otherwise in writing by Service Provider under this Agreement; c) modification of the Project, Project Software, Services or Service Provider Materials other than: (i) by or on behalf of Service Provider; or (ii) with Service Provider's written approval; or d) failure to timely implement any modifications, upgrades, replacements or enhancements made available under this Agreement to Customer by or on behalf of Service Provider. T: +▇ (▇▇▇) ▇▇▇-▇▇▇▇ E: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ W: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

SERVICE PROVIDER Indemnification. To the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any claim for indemnification, reimbursement, contribution or the advancement of expenses by any Acquired Entity Service Provider (other than a claim for reimbursement by an Acquired Entity, in the ordinary course of business, of travel expenses or other out-of-pocket expenses of a routine nature incurred by such Acquired Entity Service Provider in the course of performing such Acquired Entity Service Provider’s duties for an Acquired Entity) pursuant to: (i) the terms of the Charter Documents of any Acquired Entity; (ii) any indemnification agreement or other Contract between any Acquired Entity and any such Acquired Entity Service Provider; or (iii) any applicable Legal Requirement.