Common use of Customer Indemnity Clause in Contracts

Customer Indemnity. Customer, at its sole expense, shall defend, indemnify and hold harmless Au10tix and its Affiliates and their respective officers, directors, employees, subcontractors, and licensors from any action based upon a claim resulting directly or indirectly from: (1) breach of section 2 (Provision of Services, Use Rights), breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Slavery) and/or the Data Processing Agreement, (2) for any willful misconduct or negligent act or omission by Customer, its Affiliates or Personnel, contractors, agents, or subcontractors of any of the above, and shall reimburse Au10tix for all damages, costs and expenses awarded against Au10tix pursuant to any such actions; or (3) the infringement or misappropriation of any third party’s Intellectual Property Rights resulting from Au10tix’s use of Customer Data. All indemnification obligations in this Section 11.3 above are subject to the following procedure: Customer will notify Au10tix in writing of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend the matter. Au10tix will have sole control of the defense and all negotiation for any settlement or compromise of any indemnified claim provided that (a) Au10tix may by providing written notice to Customer (i) within forty (40) business days of service of notice by Customer of receipt of an indemnified claim; or (ii) at any time where Customer has refused or failed to assume control of the defense or to diligently pursue the defense thereafter, assume sole control of the defense and all negotiation for any settlement or compromise of such claim in such a manner as Au10tix may deem appropriate, at Customer’s sole expense. Each Party will have the right, at its sole expense, to participate in the legal proceeding where the other Party is controlling the defense, with counsel of its own choosing. Furthermore, at Client’s expense, each Party will assist and cooperate in the defense of an indemnified claim as reasonably requested by the Party controlling the defense.

Customer Indemnity. Customer6.1 Customer agrees to indemnify, at its sole expense, shall defend, indemnify defend and hold harmless Au10tix CSC and its Affiliates licensors or providers, its and their affiliates or customers, and their respective directors, officers, directors, employees, subcontractorsagents and representatives harmless from and against any and all claims, suits, actions, proceedings, damages, costs, liabilities, losses, and licensors expenses (including but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) resulting from any action based upon a claim resulting directly or indirectly from: in connection with (1a) breach of section 2 (Provision of Services, Use Rights), breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Slavery) and/or allegations that the Data Processing Agreementor Customer’s web site, products or services infringe or misappropriate any intellectual property rights of a third party; (2b) for any willful misconduct allegations that the Data or negligent act Customer’s web site, products or omission by Customerservices contain defamatory, its Affiliates libelous, slanderous, obscene or Personnel, contractors, agentspornographic materials, or subcontractors of any of the above, and shall reimburse Au10tix for all damages, costs and expenses awarded against Au10tix pursuant to any such actions; or (3) the infringement or misappropriation of any violate a third party’s Intellectual Property Rights resulting rights or privacy or publicity; (c) allegations arising from Au10tixa claim by Customer’s use users; or (d) allegations arising out of Customer’s breach of Clause 7 of this Agreement or any other CSC policy. 6.2 Customer Data. All indemnification obligations in this Section 11.3 above are subject to the following procedure: Customer will notify Au10tix in writing of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend the matter. Au10tix will have sole control of the defense and all negotiation for shall not enter into any settlement or compromise of any indemnified such claim provided that (a) Au10tix may by providing without CSC’s prior written notice to Customer (i) within forty (40) business days of service of notice by Customer of receipt of an indemnified claim; or (ii) at any time where Customer has refused or failed to assume control of the defense or to diligently pursue the defense thereafter, assume sole control of the defense and all negotiation for any consent if such settlement or compromise would create obligations on the part of such claim in such a manner as Au10tix may deem appropriateCSC or any of its licensors or providers, at Customeror adversely affect CSC’s sole expense. Each Party will exercise of any rights under this Agreement, which consent shall not be unreasonably withheld. 6.3 CSC, its licensors or providers shall have the right, at its sole expense, right to participate in the legal proceeding where the other Party is controlling the defenseinvestigation, defense and settlement negotiations of any such claim with separate counsel chosen and paid for by CSC, its providers or licensors. Customer shall not be responsible for any Losses arising out of any compromise or settlement made by CSC or its own choosing. Furthermore, at Clientlicensors or providers without Customer’s expense, each Party will assist and cooperate in the defense of an indemnified claim as reasonably requested by the Party controlling the defenseprior written consent.

Customer Indemnity. CustomerCustomer shall defend Provider against any third party claim, at its sole expenseaction, suit or proceeding alleging any breach of the covenants contained in Section 8. Subject to Section 11.3, Customer shall defendindemnify Provider for all losses, damages, liabilities and all reasonable expenses and costs incurred by Provider as a result of a final judgment entered against Provider in any such claim, action, suit or proceeding. 11.2 Provider Indemnity. Provider shall defend Customer against any third party claim, action, suit or proceeding resulting from Provider’s acts, omissions or misrepresentations under this Agreement (including without limitation Provider’s breach of the warranties contained in Sections 7). Subject to Section 11.3, Provider shall indemnify Customer for all losses, damages, liabilities and hold harmless Au10tix all reasonable expenses and its Affiliates and their respective officerscosts incurred by Customer as a result of a final judgment entered against Customer in any such claim, directorsaction, employees, subcontractors, and licensors from any action based suit or proceeding. 11.3 Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon a claim resulting directly or indirectly fromthe indemnified party: (1a) breach of section 2 (Provision of Services, Use Rights), breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Slavery) and/or giving the Data Processing Agreement, (2) for any willful misconduct or negligent act or omission by Customer, its Affiliates or Personnel, contractors, agents, or subcontractors indemnifying party prompt written notice of any of claim, action, suit or proceeding for which the above, and shall reimburse Au10tix for all damages, costs and expenses awarded against Au10tix pursuant to any such actionsindemnified party is seeking indemnity; or (3b) the infringement or misappropriation of any third party’s Intellectual Property Rights resulting from Au10tix’s use of Customer Data. All indemnification obligations in this Section 11.3 above are subject to the following procedure: Customer will notify Au10tix in writing of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend the matter. Au10tix will have sole granting control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying party’s expense. 12. CONFIDENTIAL INFORMATION. Customer’s “Confidential Information” are any passwords used in connection with the Website (or the Shadow Site), all negotiation Server Logs, all Work Product and documents related to the Work Product, any Content which Customer designates as confidential, and any other materials of Customer which Customer designates as confidential or which Provider should reasonably believe to be confidential. Customer’s “Confidential Information” also includes the Website itself until such time as Customer decides to make the Website publicly available to users. Provider’s “Confidential Information” is defined as the source code of any Provider Tools. Provider understands and agrees that Customer does not want any other Confidential Information of Provider, and should the parties believe that additional confidential information of Provider needs to be disclosed to Customer, the parties shall execute a separate non-disclosure agreement regarding such information. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any settlement or compromise of any indemnified claim provided that purpose other than as necessary to perform under this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) Au10tix may already known by providing written notice to Customer the recipient, (ib) within forty becomes, through no act or fault of the recipient, publicly known, (40c) business days of service of notice received by Customer of receipt of an indemnified claim; recipient from a third party without a restriction on disclosure or use, or (iid) at any time where Customer has refused or failed independently developed by recipient without reference to assume control of the defense or to diligently pursue the defense thereafter, assume sole control of the defense and all negotiation for any settlement or compromise of such claim in such a manner as Au10tix may deem appropriate, at Customer’s sole expense. Each Party will have the right, at its sole expense, to participate in the legal proceeding where the other Party is controlling the defense, with counsel of its own choosingparty’s Confidential Information. Furthermore, at Client’s expense, each Party will assist and cooperate in the defense of an indemnified claim as reasonably requested by the Party controlling the defense13.

Customer Indemnity. Customer11.1 The Customer shall have complete and exclusive responsibility for all its activities with the Products and undertakes to indemnify, at its sole expense, shall defend, indemnify defend and hold harmless Au10tix Saltwell and its Affiliates Affiliates, and each of its and their respective respective, officers, directors, employees, subcontractorssuccessors, assignees and licensors representatives from and against any action based upon a claim and all third party claims, lawsuits, damages, liabilities, deficiencies, costs, losses, fines, penalties, legal fees and expenses resulting directly from, arising out of or indirectly fromrelated to: (1i) breach of section 2 the Customer’s or the Customer Representatives’ negligence or wilful misconduct; (Provision of Servicesii) any product liability claim relating to the Products, Use Rights)whether based on mandatory law, breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Slavery) and/or the Data Processing Agreement, (2) for any willful misconduct negligence or negligent act or omission by Customer, its Affiliates or Personnel, contractors, agents, or subcontractors of any of the above, and shall reimburse Au10tix for all damages, costs and expenses awarded against Au10tix pursuant to any such actionsotherwise; or (3iii) the infringement Customer’s breach of the confidentiality provisions in Section 14 . The foregoing includes and is not limited to any personal injury, sickness, disease or misappropriation death of any person and/or damage to or loss of real property or tangible property owned, leased, used or rented by the Customer, Saltwell or a third party’s Intellectual Property Rights resulting from Au10tix’s use of Customer Data. All indemnification obligations in this Section 11.3 above are , including pollution or other damage to the environment. 11.2 Should Saltwell become subject to an action or proceeding involving a claim in respect of which Xxxxxxxx will seek indemnification under the following procedure: Agreement, Saltwell shall notify the Customer will of such claim in writing. No later than thirty (30) Business Days before the date on which any response to a complaint or summons is due, the Customer shall notify Au10tix Xxxxxxxx in writing of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend if the matter. Au10tix will have sole control of the defense and all negotiation for any settlement or compromise of any indemnified claim provided that (a) Au10tix may by providing written notice to Customer (i) within forty (40) business days of service of notice by Customer of receipt of an indemnified claim; or (ii) at any time where Customer has refused or failed elects to assume control of the defense or and settlement of that claim. 11.3 If the Customer notifies Saltwell within the required notice period, then the Customer shall be entitled to diligently pursue the defense thereafter, assume have sole control of over the defense defence and all negotiation for any settlement or compromise of such claim in such a manner as Au10tix may deem appropriateclaim, at Customer’s sole expense. Each Party will have the right, at its sole expense, provided however that; (i) Saltwell shall be entitled to participate in the legal proceeding where the other Party is defence of such claim on a monitoring non-controlling the defense, with basis and to employ counsel of (at its own choosing. Furthermoreexpense) to assist in the handling of such claim; (ii) Xxxxxxxx acts (at the Customer’s cost and expense) in accordance with the reasonable instructions of the Customer (including being joined as a party to proceedings); and (iii) the Customer shall notify Saltwell before entering into any settlement of such claim or ceasing to defend against such claim. 11.4 If the Customer does not notify Saltwell within the required notice period, Xxxxxxxx shall have the right to defend the claim in such manner as it may deem appropriate (or to leave the claim undefended), at Client’s expensethe sole cost and expense of the Customer, each Party will assist and cooperate in provided however that Saltwell shall obtain prior written approval of the defense Customer before entering into any settlement of an indemnified claim as reasonably requested by the Party controlling the defenseclaim.

Customer Indemnity. Customer, at its sole expense, shall defend, indemnify and hold harmless Au10tix and its Affiliates and their respective officers, directors, employees, subcontractors, and licensors from any action based upon a claim resulting directly or indirectly from: (1) breach of section 2 (Provision of Services, Use Rights), breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Anti- Slavery) and/or the and (Data Processing Agreement), (2) for any willful misconduct or negligent act or omission by Customer, its Affiliates or Personnel, contractors, agents, or subcontractors of any of the aboveeither, and shall reimburse Au10tix for all damages, costs costs, and expenses awarded against Au10tix pursuant to any such actions; or (3) the infringement or misappropriation of any third party’s Intellectual Property Rights resulting from Au10tix’s use of Customer Data. All indemnification obligations in this Section 11.3 above are subject to the following procedure: Customer will notify Au10tix in writing of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend the matter. Au10tix will have sole control of the defense and all negotiation for any settlement or compromise of any indemnified claim provided that (a) no indemnified claim may be settled or compromised by Client without Au10tix’s prior written consent, unless the settlement or compromise includes a release of all claims against Au10tix by the party bringing the claim or action; and (b) Au10tix may by providing written notice to Customer Customer (i) within forty (40) business days of service of notice by Customer of receipt of an indemnified claim; or (ii) at any time where Customer has refused or failed to assume control of the defense or to diligently pursue the defense thereafter, assume sole control of the defense and all negotiation for any settlement or compromise of such claim in such a manner as Au10tix may deem appropriate, at Customer’s sole expense. Each Party party will have the right, at its sole expense, to participate in the legal proceeding where the other Party party is controlling the defense, with counsel of its own choosing. Furthermore, at Client’s expense, each Party party will assist and cooperate in the defense of an indemnified claim as reasonably requested by the Party party controlling the defense.

Customer Indemnity. Customer, at its sole expense, shall defend, indemnify and hold harmless Au10tix and its Affiliates and their respective officers, directors, employees, subcontractors, and licensors from any action based upon a claim resulting directly or indirectly from: (1) breach of section 2 (Provision of Services, Use Rights), breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Anti- Slavery) and/or the and (Data Processing Agreement), (2) for any willful misconduct or negligent act or omission by Customer, its Affiliates or Personnel, contractors, agents, or subcontractors of any of the aboveeither, and shall reimburse Au10tix for all damages, costs costs, and expenses awarded against Au10tix pursuant to any such actions; or (3) the infringement or misappropriation of any third party’s Intellectual Property Rights resulting from Au10tix’s use of Customer Data. All indemnification obligations in this Section 11.3 above are subject to the following procedure: Customer will notify Au10tix in writing of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend the matter. Au10tix will have sole control of the defense and all negotiation for any settlement or compromise of any indemnified claim provided that (a) no indemnified claim may be settled or compromised by Client without Au10tix’s prior written consent, unless the settlement or compromise includes a release of all claims against Au10tix by the party bringing the claim or action; and (b) Au10tix may by providing written notice to Customer Customer (i) within forty (40) business days of service of notice by Customer of receipt of an indemnified claim; or (ii) at any time where Customer has refused or failed to assume control of the defense or to diligently pursue the defense thereafter, assume sole control of the defense and all negotiation for any settlement or compromise of such claim in such a manner as Au10tix may deem appropriate, at Customer’s sole expense. Each Party will have the right, at its sole expense, to participate in the legal proceeding where the other Party is controlling the defense, with counsel of its own choosing. Furthermore, at Client’s expense, each Party will assist and cooperate in the defense of an indemnified claim as reasonably requested by the Party controlling the defense.

Customer Indemnity. Customer, at its sole expense, shall defend, indemnify and hold harmless Au10tix and its Affiliates and their respective officers, directors, employees, subcontractors, and licensors from any action based upon a claim resulting directly or indirectly from: (1) breach of section 2 (Provision of Services, Use Rights), breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Anti- Slavery) and/or the and (Data Processing Agreement), (2) for any willful misconduct or negligent act or omission by Customer, its Affiliates or Personnel, contractors, agents, or subcontractors of any of the aboveeither, and shall reimburse Au10tix for all damages, costs costs, and expenses awarded against Au10tix pursuant to any such actions; or (3) the infringement or misappropriation of any third party’s Intellectual Property Rights resulting from Au10tix’s use of Customer Data. All indemnification obligations in this Section 11.3 above are subject to the following procedure: Customer will notify Au10tix in writing of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend the matter. Au10tix will have sole control of the defense and all negotiation for any settlement or compromise of any indemnified claim provided that (a) no indemnified claim may be settled or compromised by Client without Au10tix’s prior written consent, unless the settlement or compromise includes a release of all claims against Au10tix by the party bringing the claim or action; and (b) Au10tix may by providing written notice to Customer Customer (i) within forty (40) business days of service of notice by Customer of receipt of an indemnified claim; or (ii) at any time where Customer Xxxxxxxx has refused or failed to assume control of the defense or to diligently pursue the defense thereafter, assume sole control of the defense and all negotiation for any settlement or compromise of such claim in such a manner as Au10tix may deem appropriate, at Customer’s sole expense. Each Party will have the right, at its sole expense, to participate in the legal proceeding where the other Party is controlling the defense, with counsel of its own choosing. Furthermore, at Client’s expense, each Party will assist and cooperate in the defense of an indemnified claim as reasonably requested by the Party controlling the defense.

Customer Indemnity. Customer, at its sole expense, shall defend, indemnify and hold harmless Au10tix and its Affiliates and their respective officers, directors, employees, subcontractors, and licensors from any action based upon a claim resulting directly or indirectly from: (1) breach of section 2 (Provision of Services, Use Rights), breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Anti- Slavery) and/or the and (Data Processing Agreement), (2) for any willful misconduct or negligent act or omission by Customer, its Affiliates or Personnel, contractors, agents, or subcontractors of any of the aboveeither, and shall reimburse Au10tix for all damages, costs costs, and expenses awarded against Au10tix pursuant to any such actions; or (3) the infringement or misappropriation of any third party’s Intellectual Property Rights resulting from Au10tix’s use of Customer Data. All indemnification obligations in this Section 11.3 above are subject to the following procedure: Customer will notify Au10tix in writing of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend the matter. Au10tix will have sole control of the defense and all negotiation for any settlement or compromise of any indemnified claim provided that (a) no indemnified claim may be settled or compromised by Client without Au10tix’s prior written consent, unless the settlement or compromise includes a release of all claims against Au10tix by the party bringing the claim or action; and (b) Au10tix may by providing written notice to Customer Customer (i) within forty (40) business days of service of notice by Customer of receipt of an indemnified claim; or (ii) at any time where Customer Xxxxxxxx has refused or failed to assume control of the defense or to diligently pursue the defense thereafter, assume sole control of the defense and all negotiation for any settlement or compromise of such claim in such a manner as Au10tix may deem appropriate, at Customer’s sole expense. Each Party party will have the right, at its sole expense, to participate in the legal proceeding where the other Party party is controlling the defense, with counsel of its own choosing. Furthermore, at Client’s expense, each Party party will assist and cooperate in the defense of an indemnified claim as reasonably requested by the Party party controlling the defense.

Customer Indemnity. CustomerCustomer shall indemnify, at its sole expense, shall defend, indemnify defend and hold harmless Au10tix and Merck, its Affiliates and its and their respective directors, officers and employees (each a “Merck Indemnified Party”) from against all claims, actions, liabilities, losses, demands, damages, fines, penalties, costs and expenses (including without limitation reasonable attorneys’ fees) (collectively, “Losses”), arising from any Third Party claim to which any Merck Indemnified Party is or may become subject to the extent arising arise out of or are alleged or claimed to arise out of or in connection with: (a) any breach by Customer of any of its obligations, representations or warranties under this Agreement; (b) any negligent act or omission or willful misconduct by Customer, its Affiliates or its or their directors, officers, employees, agents or subcontractors; (c) any instruction, direction, protocol, method of manufacturing Product or Specification given by Customer or any of its Affiliates (or its or their officers, directors, employees, agents or subcontractors) to Merck or its Affiliates, and licensors from any action based upon which is materially followed, complied with, adopted, implemented and/or performed by Merck or its Affiliates; (d) the incorporation, conversion or formulation of a claim resulting directly or indirectly from: Product into a finished product (1“Finished Product”) breach of section 2 (Provision of Services, Use Rights), breach of Section 9 (Confidentiality), Section 8 (Warranties), Section 5 (Customer Data), Section 6 (Privacy and Data Protection Laws), Section 10 (Intellectual Property Rights), Section 14.3 (Anti- Corruption), Section 14.4 (Anti-Slavery) and/or the Data Processing Agreement, (2) for any willful misconduct or negligent act or omission by Customer, its Affiliates or Personnelits or their respective subcontractors or licensees; (e) the labeling, contractorsmarketing, agentsdistribution, offer for sale or subcontractors sale of any a Product or Finished Product by Customer, its Affiliates or its or their respective distributors or licensees; (f) the use and/or consumption of the above, and shall reimburse Au10tix for all damages, costs and expenses awarded against Au10tix pursuant to any such actions; a Product or Finished Product; (3g) the infringement or misappropriation by the use of a Product and/or Finished Product of any third party’s Intellectual Property Rights resulting from Au10tix’s use intellectual property or other proprietary rights of any Third Party; or (h) any violation of any applicable law or regulation by Customer, its Affiliates or its or their directors, officers, employees, agents or subcontractors; provided, however, that Customer Data. All indemnification obligations in this Section 11.3 above are subject shall have no obligation to indemnify, defend or hold harmless the Merck Indemnified Parties for any Losses to the following procedure: Customer will notify Au10tix in writing extent that such Losses were caused by the negligence or willful misconduct of any indemnified claim within 5 days of receipt of that claim to allow Au10tix to investigate and defend the matter. Au10tix will have sole control of the defense and all negotiation for any settlement or compromise of any indemnified claim provided that (a) Au10tix may by providing written notice to Customer (i) within forty (40) business days of service of notice by Customer of receipt of an indemnified claim; or (ii) at any time where Customer has refused or failed to assume control of the defense or to diligently pursue the defense thereafter, assume sole control of the defense and all negotiation for any settlement or compromise of such claim in such a manner as Au10tix may deem appropriate, at Customer’s sole expense. Each Party will have the right, at its sole expense, to participate in the legal proceeding where the other Party is controlling the defense, with counsel of its own choosing. Furthermore, at Client’s expense, each Party will assist and cooperate in the defense of an indemnified claim as reasonably requested by the Party controlling the defenseMerck Indemnified Party.