Common use of Administrator Indemnity Clause in Contracts

Administrator Indemnity. Subject to Section 9.5 below and to the limitations, exclusions and exceptions in Article 10, Administrator, at its own expense, shall indemnify, defend and hold harmless Customer, and its directors, officers, employees and agents (collectively, the “Customer Indemnitees”), from and against Indemnified Damages relating to or arising from any claim, demand, suit, action or proceeding (collectively, a “Claim”) brought by a third party (a person which is not an Affiliate of any Customer Indemnitee) against any of the Customer Indemnitees to the extent based upon: (a) Administrator’s or its agents’ (including its Affiliates’ and Permitted Subcontractors’) breach of the terms or warranties contained herein; (b) Administrator’s or its agents’ (including its Affiliates’ and Permitted Subcontractors’) fraud or willful misconduct; or (c) Administrator’s or its agents’ (including its Affiliates’ and Permitted Subcontractors’) breach of Article 5 or Article 6 above.

Administrator Indemnity. Subject to Section 9.5 below and to the limitations, exclusions and exceptions in Article 10, Administrator, at its own expense, shall indemnify, defend and hold harmless Customer, and its directors, officers, employees and agents (collectively, the “"Customer Indemnitees”"), from and against Indemnified Damages relating to or arising from any loss, claim, demand, suit, action or proceeding (collectively, a “"Claim”") brought by a third party (a person which is not an Affiliate of any Customer Indemnitee) against any of the Customer Indemnitees to the extent based upon: (a) Administrator’s 's or its agents’ ' (including its Affiliates’ ' and Permitted Subcontractors’') breach of the terms or warranties contained herein; (b) Administrator’s 's or its agents’ ' (including its Affiliates’ ' and Permitted Subcontractors’') gross negligence, fraud or willful misconduct; or (c) Administrator’s 's or its agents’ ' (including its Affiliates’ ' and Permitted Subcontractors’') breach of Article 5 (Proprietary Rights) or Article 6 above(Confidentiality/Privacy).