BancTec Third Party Indemnification Sample Clauses

BancTec Third Party Indemnification. BancTec hereby agrees to indemnify, defend and hold harmless EDS and its officers, directors, employees and Affiliates ("EDS Indemnitees") from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from any claim, suit, action, or proceeding (each, an "Action") brought by any third party against any EDS Indemnitees, to the extent that such Action arises out of the fact that or alleges that: (a) BancTec has violated the intellectual property rights of any third party in the performance of the Services under this Agreement; (b) EDS implemented unlawful instructions of BancTec to EDS with respect to operational resources during the transition period; provided however that if the EDS personnel knew that such actions were unlawful in which case such indemnity shall not apply; (c) BancTec employees and/or subcontractors performed Services negligently after the Effective Date; (d) BancTec has failed to perform the Services or meet the Service Level Agreements in the Customer Contracts after the Cutover Date; (e) BancTec's actions give rise to a claim relating to the employment or termination of any BancTec employees, excluding any claims related to any issues arising due to EDS' prior acts while such individual was employed or contracted by EDS; or