Client Indemnification Obligations. Client agrees to indemnify, defend, and hold harmless Big Hype, its distribution partners, its licensors and licensees, and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a "Claim") for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Marketing Services performed on behalf of Client, Client's website(s) or contents therein, Client's conduct, acts or omissions, or any alleged or proven breach by Client of any term, condition, agreement, representation, or warranty herein, excluding any Claim that arises solely from the acts or omissions of Big Hype or its agents or employees. Big Hype will notify Client of any claim, action, or demand for which indemnity is required in the reasonable opinion of Big Hype and will cooperate reasonably with Client at Client's expense. At the election of Big Hype, Client shall advance to Big Hype amounts in satisfaction of such Claim, which Big Hype may hold in escrow pending resolution of such Claim. The law firm Client chooses to defend Big Hype must be experienced in defending similar claims and will be subject to Big Hype's approval, which will not be unreasonably withheld. Client may not settle any lawsuit or matter relating to the culpability or liability of Big Hype without the prior written consent of Big Hype. Big Hype will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Big Hype shall have the right to set off any liability of Client to Big Hype with respect to a Claim against any amounts held on deposit with Big Hype by Client.
Client Indemnification Obligations. CLIENT shall indemnify, defend and hold harmless AU and its affiliates and any of its officers, directors, employees, contractors and agents against any damages awarded in respect to any claims, judgments, actions, suits, proceedings, demands, liabilities, costs, losses, damages and expenses (including reasonable attorneys’ and experts’ fees and expenses as well as interparty damages caused by CLIENT or third parties) arising out of and/or relating to any third party claim (i) that the provision and/or utilization of any CLIENT Data or any portion thereof constitutes an infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license or other property or proprietary right of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party, (ii) that CLIENT is not in compliance with any applicable law, rule, regulation, order of any governmental (including any regulatory or quasi- regulatory) agency or contract, including any financial disclosure or encryption law, (iii) that is related to CLIENT’s unauthorized incorporation of any third party’s IP rights with AU’s Materials or Work Product, (iv) related to any Security Breach to the extent caused by CLIENT and/or its Representatives, and/or (v) that is related to CLIENT’s gross negligence or willful misconduct.
Client Indemnification Obligations. Client shall defend, indemnify and hold harmless Marketer, and its officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, "Marketer Indemnified Party"), from and against any and all Losses arising out of or resulting from any third-party Claim, or direct Claim, alleging: (a) breach by Client or its Personnel of any representation, warranty, covenant or other obligations set forth in this Agreement (b) gross negligence or more culpable act or omission of Client or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and (c) that any Client Materials or Client Intellectual Property or Marketer's receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party, arising under the applicable federal or state laws. 7.2
Client Indemnification Obligations. Client will indemnify, defend, and hold harmless WellRight and its parent, subsidiaries, and affiliates and their respective owners, representatives, officers, directors, agents, and employees (collectively, “WellRight Parties”) from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses) (“Claims”) to the extent arising out of any action or proceeding brought by a third party against any one or more of the WellRight Parties (i) alleging injury, damage, or loss resulting from Client’s use of the Service; (ii) alleging that Client Marks or data provided by Client infringes a privacy or intellectual property right of a third party; or (iii) related to any gross negligence or willful misconduct by Client or any of its Authorized Users.
Client Indemnification Obligations. Client shall indemnify Patheon, its Affiliates, and their respective directors, officers, employees, and agents (the “Patheon Indemnified Parties”), and defend and save each of them harmless, from and against:
Client Indemnification Obligations. Client agrees to indemnify, defend and to hold TriZetto harmless for any claims, liability or expense resulting from: (i) Client’s use of the Supported Applications provided by TriZetto hereunder; (ii) TriZetto’s disclosure of confidential information at Client’s direction, (iii) Client’s violations of its confidentiality obligations and license grant scope; and (iv) material breach of Client’s representations and warranties provided in Section 5(a) or Section 5(c); except to the extent that the claims are proximately caused by the negligence or willful misconduct of TriZetto.
Client Indemnification Obligations. Client shall defend, indemnify and hold harmless Marketer, and its officers, directors, employees, agents, affiliates, contractors, successors and permitted assigns (collectively, “Marketer Indemnified Party”), from and against any and all claims, damages, expenses or losses arising out of or resulting from any third-party claim alleging:
Client Indemnification Obligations. Client shall defend, indemnify, and hold harmless Service Providers, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Service Providers Indemnified Party”), from and against any and all Losses arising out of or resulting from any third-party claim or direct claim alleging:
Client Indemnification Obligations. Subject to the conditions, provisions and limitations of this Section 9, and other applicable provisions of this Agreement, CLIENT hereby agrees to indemnify, defend and hold harmless TriZetto from and against all actual and direct damages, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against, directly resulting to, imposed upon or directly incurred by TriZetto arising from or in connection with any third party claims resulting from any of the following:
Client Indemnification Obligations. To the extent permitted by law, CLIENT will indemnify, defend, and hold harmless HEALTHSOURCE and its parent, subsidiaries, and affiliates and their respective owners, representatives, officers, directors, agents, and employees (collectively, “HEALTHSOURCE Parties”) from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses) (“Claims”) to the extent arising out of any action or proceeding brought by a third party against any one or more of the HEALTHSOURCE Parties (i) alleging injury, damage, or loss resulting from CLIENT’s use of the Service; (ii) alleging that CLIENT Data infringes a privacy or intellectual property right of a third party; or (iii) related to any act of gross negligence or willful misconduct by CLIENT or any of its Authorized Users.
