Client Indemnities. The Client shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Client. Further, the Client shall:
Client Indemnities. Client shall, subject to Article 12 below, defend FIS and its Indemnitees from and against any and all Losses asserted by a third party against FIS, and shall indemnify and hold harmless FIS from and against any damages, costs, and expenses of such third party awarded against FIS by a final court judgment or a settlement made or approved by Client, in accordance with this Section 11.3, resulting from any action, litigation, or claim by such third party alleging or based on: (i) Client’s use of a Service, Deliverables, or documentation or materials provided by FIS in connection with any Service or Deliverables, in violation of applicable use restrictions or other Client obligations under the applicable Schedule or this Agreement; (ii) actual or alleged infringement of any patent, copyright or similar intellectual property right (including, but not limited to, misappropriation of trade secrets) based upon the Client’s software, or other Client Resources furnished hereunder by Client as used by FIS in performing or providing Services or Deliverables; (iii) Client-provided third party software, to the extent that FIS can claim through Client as Client’s services provider for Client’s rights as licensee of such third-party software; (iv) inaccurate or incomplete data, information, or any content provided by or on behalf of Client or any customer of Client; (v) Client’s use of a Service and/or Deliverable with computer programs, products, or services owned, licensed or provided by someone other than FIS or FIS’s Affiliate(s); (vi) Client’s failure to comply with laws applicable to its receipt, use, or other performance with respect to the Services and/or Deliverables; (vii) Client’s failure to comply with the terms of any Third Party Service agreement; (viii) any claim of libel, data breach, violation of privacy rights, unfair competition, or infringement of patents, trademarks, copyrights, or other intellectual property caused by Client or Client’s customer. If a claim of infringement has been asserted, or in Client’s opinion is about or likely to be asserted, Client may, at its option either: (1) procure for FIS the right to continue using the property or resource that is the subject of the claim; (2) replace or modify the property or resource that is the subject of the claim so that it becomes non-infringing provided such replacement or modification results in a substantially similar property or resource; or (3) defend the claim or action on FIS’s behalf and ...
Client Indemnities. 10.1. Should there arise any breach on part of the Client, the Client hereby commits to indemnify and perpetually hold the Provider harmless against all liabilities, damages, losses, costs, and expenses, inclusive of reasonable attorney's fees and judicious amounts disbursed in addressing legal claims. Such indemnification pertains to those damages sustained or incurred by the Provider, whether directly or consequentially, due to the Client's breach. Additionally, the Client covenants to:
Client Indemnities. 5.1. If Octiv Fitness is sued for something that the Client has indemnified us for, the Client will take our place in the lawsuit or be liable to reimburse us for any costs, damages and expenses including attorneys’ fees on the attorney and own client scale. This means that the Client will be liable to pay Octiv Fitness attorney’s fees finally awarded against us by a court or agreed to in a written settlement agreement, provided that:
Client Indemnities. The Client indemnifies, and must defend and hold harmless, Yaffa and its personnel, from and against all Losses arising from: any breaches of this Agreement or its warranties; any third party claim arising directly or indirectly from a breach by the Client of any of its obligations under the Media Order and this Agreement; negligent, wilful or otherwise wrongful act or omission of the Client or any of the Client’s personnel; fraudulent or dishonest acts or omissions of any Client personnel; any breach by the Client of any applicable Laws, AANA Codes of Practice or Industry Codes or the requirements or directions of relevant Regulators; any claim by any third party aris- ing directly or indirectly as a result of Yaffa fulfilling its obligations in accordance with the Media Order and this Agreement; the death of, or personal injury to, any person, to the extent caused by any act or omission of the Client or any of its personnel; any damage to, or loss or destruction of, any real or tangible personal property, to the extent caused by any act or omission of the Client or any of its personnel; or any breach by the Client of its confidentiality obligations; or any claim or allegation that the Client Material infringes a third party’s Intellectual Property Rights or constitutes an unlawful disclosure or misuse or misappropriation of another parties trade secret or confi- dential information.
Client Indemnities. The Client indemnifies, and will keep indemnified, Evologic from and against any loss, Liability, damage, cost or expense (including any enforcement cost on a full indemnity basis) arising out of or in connection with:
Client Indemnities. 2.1 Subject to Paragraph 2.2, the Client shall indemnify the Agency and any Notified Sub- Contractor against any Employee Liabilities in respect of any Transferring Client Employee (or, where applicable any employee representative as defined in the Employment Regulations) arising from or as a result of:
Client Indemnities. (a) Each covenant in clauses 15(a) and 15(b) is a separate and independent covenant given by the Client. They are cumulative in effect.
Client Indemnities a. Except to the extent Client is entitled to indemnification under Section 8.a. above, Client will defend or settle, at its expense, any action brought or allegation made against Vignette to the extent that it is based upon (i) [****] or (ii) [****]. Client's obligations hereunder are subject to the following conditions:
Client Indemnities a. Client will indemnify and hold Vignette harmless from all actual liabilities, damages and losses incurred by Vignette (including all costs and expenses, including attorneys' fees) to the extent arising out of any legal action based on any claim by a third party that Vignette, due to Client's use of the Software, is liable for contributory infringement of a copyright, patent, trade secret, or other proprietary right of a third party, provided that this indemnity will not apply to any claim for which Client is entitled to indemnification under Section 8.a. above. In addition, Client shall indemnify and hold Vignette harmless from all actual liabilities, damages and losses incurred by Vignette (including all costs and expenses, including attorneys' fees) to the extent arising out of any legal action based on any claim by a third party that Vignette, due to Client's use of the Software is liable to a third party in tort or under statutory liability for defamation, invasion of privacy, or similar theories of law. Client's obligations hereunder are subject to the following conditions:
