Common use of BNY Mellon Clause in Contracts

BNY Mellon. BNY Mellon shall defend, indemnify and hold harmless the Voya Indemnified Parties from and against a Loss relating to a Claim by a third party against the Voya Indemnified Parties: (1) that the BNY Mellon Resources or use thereof infringes, or causes the infringement of, the proprietary rights of a third party, except to the extent such infringement is a result of: (a) use of the BNY Mellon Resources by Voya in contravention of the Related Documentation or license granted to Voya under Article 6; (b) modifications made by Voya or a Voya Agent other than at the written direction of BNY Mellon; (c) BNY Mellon’s compliance with written instructions or designs required or provided by Voya where such compliance necessarily would give rise to such infringement; or (d) combination of the BNY Mellon Resources by Voya or a Voya Agent with products or systems not reasonably anticipated by the Parties; (2) relating to taxes, interest, penalties or other amounts assessed against Voya that are the obligation of BNY Mellon pursuant to Article 9; (3) relating to a breach of Article 12 by BNY Mellon; (4) relating to a breach of Section 13.02(1) by BNY Mellon, including fines and penalties imposed on Voya as a result of such breach; (5) resulting in fines and penalties imposed on Voya arising from BNY Mellon’s breach of Section 13.02(2); (6) relating to (a) injury or death of a person (including employees of BNY Mellon or Voya, or customers of Voya) or (b) the loss of or damage to tangible property (including tangible property of the employees of BNY Mellon or Voya, or customers of Voya), in each case, resulting from the acts or omissions (including breach of contract) of BNY Mellon; (7) by a then-current or former (a) BNY Mellon Agent, (b) member of the Service Delivery Organization or (c) other third party to whom BNY Mellon owes a duty or obligation, except to the extent such Claim is the result of Gross Negligence or Willful Misconduct of Voya, a Voya Fund, or any Voya Agent; (8) relating to BNY Mellon’s breach of the Standard of Care or resulting from the Gross Negligence of BNY Mellon; (9) resulting from the Willful Misconduct or fraud of BNY Mellon; (10) by any Transitioned Employee which arises or is alleged to arise with respect to their employment on or after the relevant Transition Date; or (11) by any Voya employees (or former employees) relating to BNY Mellon’s interview, screening, selection, or offer and acceptance process, except to the extent related to a Voya decision regarding whether such individual was to be an In-Scope Employee. BNY Mellon shall indemnify Voya Indemnified Parties from costs reasonably incurred in connection with enforcing the provisions of this Section.