By Aptus Sample Clauses

By Aptus. Aptus hereby agrees to indemnify, defend, and hold harmless InsynQ from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, costs and expenses (including reasonable attorneys' fees) of whatever kind and nature imposed or asserted against InsynQ resulting from any third party claim, demand, or suit asserted or instituted against InsynQ and arising out of or related to the relationship between the parties under this Agreement, insofar as such third party claim, demand or suit is based in whole or in part on (i) a breach of Aptus's warranties and covenants hereunder; (ii) any inaccuracy, omission, error, defect or mistake in the Aptus Products and/or information concerning the same furnished by Aptus to InsynQ hereunder that InsynQ transmits to Aptus's Customer's; or (iii) an allegation that the Aptus Products infringe upon a patent, copyright, trademark or other proprietary right of a third party, or misappropriate a third party's trade secrets. Aptus's obligations under this Section 9.2 are subject to the conditions that Aptus's obligations under this Section 9.2 are subject to the conditions that Aptus be given: (a) prompt notice by InsynQ by telegram, fax transmission or telex (with confirming notification by regular mail) of the initiation or existence of any claim, demand or suit; (b) full opportunity to defend, compromise or settle the same as Aptus may see fit (provided that InsynQ may participate in such defense at its expense); and (c) every reasonable assistance from InsynQ which Aptus may, in its discretion, require in responding to any such demand or claim or defending any such suit. 10. LIMITATION OF LIABILITY 10.1
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