Client Indemnification. Client will defend, indemnify and hold harmless Smarsh, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including fines, penalties, and reasonable attorneys’ fees), arising from or related to the content of Client Data and Client’s breach of the Service Specific Terms or Sections 4.2, 4.3, 4.4, 4.5, or 15.1 of this Agreement. Smarsh will (a) provide Client with prompt written notice upon becoming aware of any such claim; except that Client will not be relieved of its obligation for indemnification if Smarsh fails to provide such notice unless Client is actually prejudiced in defending a claim due to Xxxxxx’x failure to provide notice in accordance with this Section 13.1(a); (b) allow Client sole and exclusive control over the defense and settlement of any such claim; and (c) if requested by Client, and at Client’s expense, reasonably cooperate with the defense of such claim.
Appears in 4 contracts
Samples: Smarsh Services Agreement, Smarsh Services Agreement, Smarsh Services Agreement
Client Indemnification. Client will defend, indemnify and hold harmless Smarsh, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including fines, penalties, and reasonable attorneys’ fees), arising from or related to the content of Client Data and Client’s breach of the Service Specific Terms or Sections 4.2, 4.3, 4.4, 4.5, or 15.1 14.1 of this Agreement. Smarsh will (a) provide Client with prompt written notice upon becoming aware of any such claim; except that Client will not be relieved of its obligation for indemnification if Smarsh fails to provide such notice unless Client is actually prejudiced in defending a claim due to Xxxxxx’x failure to provide notice in accordance with this Section 13.1(a12.1(a); (b) allow Client sole and exclusive control over the defense and settlement of any such claim; and (c) if requested by Client, and at Client’s expense, reasonably cooperate with the defense of such claim.
Appears in 2 contracts
Samples: Smarsh Services Agreement, Smarsh Services Agreement
Client Indemnification. Client will defend, indemnify and hold harmless Smarsh, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including fines, penalties, and reasonable attorneys’ fees), arising from or related to the content of Client Data and Client’s breach of the Service Specific Terms or Sections 4.23.2, 4.33.3, 4.43.4, 4.53.5, 3.7, or 15.1 of this Agreement. Smarsh will (a) provide Client with prompt written notice upon becoming aware of any such claim; except that Client will not be relieved of its obligation for indemnification if Smarsh fails to provide such notice unless Client is actually prejudiced in defending a claim due to Xxxxxx’x failure to provide notice in accordance with this Section 13.1(a10.1(a); (b) allow Client sole and exclusive control over the defense and settlement of any such claim; and (c) if requested by Client, and at Client’s expense, reasonably cooperate with the defense of such claim.
Appears in 1 contract
Samples: Smarsh Services Addendum
Client Indemnification. Client will defend, indemnify and hold harmless Smarsh, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including fines, penalties, and reasonable attorneys’ fees), arising from or related to the content of Client Data and Client’s breach of the Service Specific Terms or Sections 4.2, 4.3, 4.4, 4.5, or 15.1 of this Agreement. Smarsh will (a) provide Client with prompt written notice upon becoming aware of any such claim; except that Client will not be relieved of its obligation for indemnification if Smarsh fails to provide such notice unless Client is actually prejudiced in defending a claim due to Xxxxxx’x failure to provide notice in accordance with this Section 13.1(a13.2(a); (b) allow Client sole and exclusive control over the defense and settlement of any such claim; and (c) if requested by Client, and at Client’s expense, reasonably cooperate with the defense of such claim.
Appears in 1 contract
Samples: Smarsh Services Agreement