2Licensee Indemnification Clause Samples

2Licensee Indemnification. Licensee shall indemnify, defend and hold harmless NCIT and its Subcontractors and their Representatives and successors and assigns (each, a “NCIT Indemnitee”) from and against any and all Losses incurred by such NCIT Indemnitee in connection with any Action by an unaffiliated third party to the extent that such Losses arise out of or relate to any: (a) Licensee Data, including any Processing of Licensee Data by or on behalf of NCIT in accordance with this Agreement (but excluding any such Action arising out of any allegation of facts that, if true, would constitute NCIT’s or a Subcontractor’s or Representative’s breach of any of its representations, warranties, covenants or obligations under this Agreement not otherwise caused by or on behalf of Licensee); (b) securities offering facilitated by Licensee or its affiliates or their Representatives, including any and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or qualification of a prospective investor for an offering (each, an “Offering”); provided that, for the avoidance of doubt, this paragraph shall not apply to any Losses arising out of or related to any action of an NCIT Indemnitee as a result of Section 14.2 of the Company Agreement; (c) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including NCIT’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User, to the extent prepared without any contribution by NCIT; (d) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, as provided by Licensee (collectively, “Brokerage and Advisory Services”); provided that, for the avoidance of doubt, this paragraph shall not apply to any Losses arising out of or related to any action of an NCIT Indemnitee as a result of Section 14.2 of the Company Agreement; (e) breach of Licensee’s representations, warranties or covenants under this Agreement; (f) gross negligence or willful misconduct by Licensee, any Authorized User or any third party on behalf thereof; or (g) transaction for which the Services or NCIT Materials is being used by or on behalf of...