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:
a) provide to the Provider all such assistance as may be reasonably requested by the Provider;
b) allow the Provider, when the Provider so requires, the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties; and
c) not admit liability to any third party or settle any disputes or proceedings involving a third party without the prior written consent of the Provider, and the Provider's obligation to indemnify the Client shall not apply unless the Client complies with the requirements of this Clause.
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:
5.1.1. Octiv Fitness will notify the Client in writing as soon as we become aware of the indemnified claim so it can take steps to contest it,
5.1.2. Client may assume sole control of the defense of the claim or related settlement negotiations; and
5.1.3. Octiv Fitness will provide, at Client’s expense, all the assistance, information, and authority necessary to enable it to perform your obligations under this clause.
5.2. The Client must pay any amount due under clause 5.1 as soon as Octiv Fitness demands payment. If the Client contests the amount, it must pay the amount into Octiv Fitness’s attorney’s trust or give us security to cover the amount, until the dispute has been resolved.
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 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:
i. Vignette must notify Client in writing promptly after Vignette becomes aware of a claim or the possibility thereof;
ii. Vignette must grant Client the sole control of the settlement, compromise, negotiation, and defense of any such action; and
iii. Vignette must provide Client with all information related to the action that is reasonably requested by Client.
b. Client will indemnify and hold Vignette harmless from all actual liabilities, damages and losses incurred by Vignette arising out of any legal action based on any claim of wrongful death, bodily injury or physical destruction of tangible property to the extent resulting from any acts or omissions of Client hereunder. The indemnity specified in this subsection is subject to the conditions specified in subsections (a)(i)-(iii) above.
c. Client represents and warrants that it shall comply with all laws, rules, and [****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. regulations of the United States and other countries that may be applicable to the Software or to Client's activities under this Agreement. [****] arising from breach of the warranties or Client's obligations set forth in this paragraph. The indemnity specified in this subsection is subject to the conditions specified in subsections (a)(i)-(iii) above
d. Client shall not be liable hereunder for any settlement made by Vignette without Client's advance written approval or for any award from any action in which Client was not granted control of the defense.
e. The parties agree to cooperate in good faith in the defense of any legal action or suit that causes one party to invoke an indemnity hereunder.
f. This Section 9 states Client's entire liability and Vignette's exclusive remedy for infringement of intellectual property of any kind.
Client Indemnities. The Client indemnifies, and will keep indemnified, Powernet 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:
(a) any Claim made or brought against Powernet alleging that:
(i) the Processing of Client Data, whether undertaken by the Client or Powernet, in accordance with this Agreement infringes upon a third party right or is in breach of the Law;
(ii) the cost of Third-Party Provider Product Licence fees owing or owed by Powernet on behalf of the Client;
(iii) the Client’s access or use of any Service in a manner that:
(A) is contrary to the User Guidelines;
(B) breaches the Law; or
(C) infringes the Intellectual Property Rights of any third party; and
(iv) the Client undertaking any of the restricted actions specified at clause 4.2.
Client Indemnities. Client agrees to defend and indemnify Supplier from and against any Losses arising from any third-party claim arising from:
(i) allegations that any Client Proprietary Tools, or other materials provided by or on behalf of Client to Supplier for Supplier’s performance of Services, infringe or misappropriate a third party’s intellectual property right;
(ii) personal injury or damage to real property caused by Client’s negligence;
(iii) Client’s failure to obtain a required third-party permission, license, or consent; or
(iv) a harassment, victimization, discrimination or other type of labour or employment-related claim resulting from alleged actions of Client’s personnel.
(v) any assertion or finding that TUPE applies or applied to transfer the employment of any person to the Supplier or any Supplier Subcontractor on the commencement of the Services in whole or part.
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. 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:
a. extend to the Provider any and all cooperation and assistance as may be prudently solicited by the Provider;
b. concede to the Provider the unreserved and exclusive authority to manage, navigate, and conclude all disputes, legal proceedings, negotiations, and settlements involving third-parties; and
c. abstain from accepting liability or arriving at any settlements concerning disputes or legal confrontations with third parties without securing the prior written consent of the Provider. It is imperative to note that any commitment on the part of the Provider to indemnify the Client is rendered null and void unless the Client faithfully adheres to the stipulations of this Clause.
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.
(b) The Client must indemnify, and keep indemnified, the Agent, its agents, contractors and employees in relation to any Claim against the Agent, its agents, contractors and employees and for any Liability suffered by the Agent arising from or in connection with the Client’s breach of this Agreement or any negligent act or omission or wilful misconduct of the Client, its agents, contractors or employees.
(c) The Client must indemnify, and keep indemnified, the Agent in relation to any Claim against the Agent and for any Liability incurred by the Agent arising from or in connection with the Client’s breach of this Agreement.
(d) If any of the separate and independent covenants set out in clauses 15(a) and 15(b) is or becomes invalid or unenforceable for any reason:
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:
2.1.1 any act or omission by the Client occurring before the Relevant Transfer Date;
2.1.2 the breach or non-observance by the Client before the Relevant Transfer Date of:
(a) any collective agreement applicable to the Transferring Client Employees; and/or
(b) any custom or practice in respect of any Transferring Client Employees which the Client is contractually bound to honour;
2.1.3 any claim by any trade union or other body or person representing the Transferring Client Employees arising from or connected with any failure by the Client to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date;
2.1.4 any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:
(a) in relation to any Transferring Client Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and
(b) in relation to any employee who is not a Transferring Client Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Client to the Agency and/or any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date.
2.1.5 a failure of the Client to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Client Employees arising before the Relevant Transfer Date;
2.1.6 any claim made by or in respect of any person employed or formerly employed by the Client other than a Transferring Client Employee for whom it is alleged the Agency and/or any Notified Sub-Contractor as appropriate may be liable by virtue of the Employment Regulations and/or the Acquired Rights Directive; and
2.1.7 any claim made by or in respect of a Transferring Cl...
