Common use of Compliance and Indemnification Clause in Contracts

Compliance and Indemnification. Recipient agrees to treat WA-APCD Data confidentially, as specified in this DUA, and not to use, or enable any other parties to use, the WA-APCD Data for anticompetitive or other unlawful purposes, including but not limited to price-fixing, market or customer allocation, service or Data output restriction, price stabilization, or any other agreement or coordination among parties that in any way restricts or limits competition. Recipient also agrees to indemnify, defend and hold the LO and HCA harmless for any claims, losses, liabilities, damages, judgments, fees, expenses, awards, penalties (including civil monetary penalties), and costs (including reasonable attorneys’ and court fees and expenses) arising from or relating in any way to the WA-APCD Data, or that in any way involve use of the WA-APCD Data, breach of this DUA by the Recipient, its employees, or Additional Organizations or any breach or alleged breach of WA-APCD Data arising from the Recipient’s, its employees, or Additional Organizations breach, or failure to perform, pursuant to this DUA. Such indemnification shall include, but not be limited to, payment by Recipient of any fines, penalties, or damages of any sort, including but not limited to compensatory, treble, punitive, or any other damages, fines, or penalties assessed against the LO for any antitrust violation arising from or relating in any way or any part to the WA-APCD Data or use of the WA-APCD Data, as well any and all of the LO’s related legal fees, costs, and/or other expenses incurred in or arising from the matter. Recipient’s indemnification obligation shall survive the termination or expiration of this DUA. The Recipient further agrees that it shall not attempt to identify parties that have been de-identified in the Data output, “reverse engineer,” decompile, or in any other way attempt to discern the identities of the specific parties paying fee schedule allowed amounts contained in the WA-APCD Data, nor shall the Recipient try to translate, convert, adopt, alter, modify, enhance, add to, delete, or tamper with any WA-APCD Data or in any other way attempt to calculate or determine specific parties’ fee schedule allowed amounts from the WA-APCD Data.

Compliance and Indemnification. Recipient The Licensee agrees to treat WA-APCD Data confidentiallythat it shall indemnify and save harmless the City, as specified its officials and employees from all claims or demands for or in this DUArespect of any and all liabilities, and not to use, or enable any other parties to use, the WA-APCD Data for anticompetitive or other unlawful purposes, including but not limited to price-fixing, market or customer allocation, service or Data output restriction, price stabilization, or any other agreement or coordination among parties that in any way restricts or limits competition. Recipient also agrees to indemnify, defend and hold the LO and HCA harmless for any claims, losses, liabilitiescosts, damages, judgments, fees, expenses, awards, penalties including solicitor-client and party-and-party costs (including civil monetary penaltieswhether the City is represented by a solicitor employed by the City or otherwise), and costs (including reasonable attorneys’ and court fees and expensesactions or damages for personal injury, bodily injury, death or property damages arising out of: a) arising from Any action taken or relating things done or maintained by virtue hereof, the failure of the Licensee to properly carry out its obligations hereunder, or the exercise in any way manner of rights arising hereunder, except claims for damages directly attributable to the WA-APCD Datagross negligence or willful act of the City or any of its officers or employees who are acting within the scope of their appointment or employment; b) Any damage that the Licensee or any of its members, agents, volunteers, participants or that personnel may sustain at the Lands including, but not to limit the generality of the foregoing, a claim by a spectator, invitee or licensee of the Licensee in any way involve manner associated with the use of the WA-APCD Data, breach of this DUA Lands by the RecipientLicensee; c) Any vandalism, its employees, theft of or Additional Organizations damage to the Lands or any breach or alleged breach of WA-APCD Data arising from the Recipient’s, its employees, or Additional Organizations breach, or failure to perform, pursuant to this DUA. Such indemnification shall include, but not be limited to, payment by Recipient of any fines, penalties, or damages of any sort, including but not limited to compensatory, treble, punitive, property stored therein or any other damagesproperty of the Licensee whatsoever occurring at the Lands; d) Any damage to property located near the Lands, fines, or penalties assessed against which are damaged as a result of the LO for any antitrust violation arising from or relating in any way or any part to the WA-APCD Data or activities and/or use of the WA-APCD Data, as well any and all Lands by the Licensee; and e) All provisions of this Agreement pertaining to indemnification of the LO’s related legal fees, costs, and/or other expenses incurred in or City by the Licensee regarding an incident arising from during the matter. Recipient’s indemnification obligation term of this Agreement shall survive the termination or expiration of this DUA. The Recipient further agrees that it shall not attempt to identify parties that have been de-identified in the Data output, “reverse engineer,” decompile, or in any other way attempt to discern the identities of the specific parties paying fee schedule allowed amounts contained in the WA-APCD Data, nor shall the Recipient try to translate, convert, adopt, alter, modify, enhance, add to, delete, or tamper with any WA-APCD Data or in any other way attempt to calculate or determine specific parties’ fee schedule allowed amounts from the WA-APCD DataAgreement.

Compliance and Indemnification. Recipient agrees to treat WA-APCD Data confidentially, as specified in this DUA, and not to use, or enable any other parties to use, the WA-APCD Data for anticompetitive or other unlawful purposes, including but not limited to price-fixing, market or customer allocation, service or Data output restriction, price stabilization, or any other agreement or coordination among parties that in any way restricts or limits competition. Recipient also agrees to indemnify, defend and hold the LO and HCA OFM harmless for any claims, losses, liabilities, damages, judgments, fees, expenses, awards, penalties (including civil monetary penalties), and costs (including reasonable attorneys’ and court fees and expenses) arising from or relating in any way to the WA-APCD Data, or that in any way involve use of the WA-APCD Data, breach of this DUA by the Recipient, its employees, or Additional Organizations or any breach or alleged breach of WA-APCD Data arising from the Recipient’s, its employees, or Additional Organizations breach, or failure to perform, pursuant to this DUA. Such indemnification shall include, but not be limited to, payment by Recipient of any fines, penalties, or damages of any sort, including but not limited to compensatory, treble, punitive, or any other damages, fines, or penalties assessed against the LO for any antitrust violation arising from or relating in any way or any part to the WA-APCD Data or use of the WA-APCD Data, as well any and all of the LO’s related legal fees, costs, and/or other expenses incurred in or arising from the matter. Recipient’s indemnification obligation shall survive the termination or expiration of this DUA. The Recipient further agrees that it shall not attempt to identify parties that have been de-identified in the Data output, “reverse engineer,” decompile, or in any other way attempt to discern the identities of the specific parties paying fee schedule allowed amounts contained in the WA-APCD Data, nor shall the Recipient try to translate, convert, adopt, alter, modify, enhance, add to, delete, or tamper with any WA-APCD Data or in any other way attempt to calculate or determine specific parties’ fee schedule allowed amounts from the WA-APCD Data.