Customer’s Duty to Indemnify. Customer shall indemnify, defend, and hold harmless WorkFusion and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “WorkFusion Indemnitee”) from and against any and all Losses incurred by such WorkFusion Indemnitee resulting from any Claim by a third party that arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any Claim involving alleged infringement or misappropriation of third-party rights by Customer Data; or (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer, including WorkFusion’s compliance with any specifications or directions provided by or on behalf of Customer to the extent prepared without any contribution by WorkFusion.
Customer’s Duty to Indemnify. Customer warrants that the portions of the Final Deliverable supplied by Customer do not infringe any third party patent, copyright, trade secret or other proprietary right enforceable in the United States. Customer shall indemnify LRS and hold it harmless against any final judgment, including an award of attorneys’ fees, that may be awarded by a court of competent jurisdiction against LRS as a result of breach of the foregoing; provided that LRS shall give Customer prompt written notice of such claim and shall provide Customer with all reasonable cooperation. Customer has no obligation to pay LRS’ attorneys’ fees once Customer has assumed the defense of the infringement claim. Further, Customer shall have no liability or duty to LRS for any claim of infringement pursuant to this Section if such claim is based on text, data, graphics, or any other information supplied by LRS.
Customer’s Duty to Indemnify. The Customer will defend, indemnify and hold harmless IDN and all of its officers, directors, owners, employees, agents, successors and assigns of the Customer’s Shipments (each an “Indemnitee”) against any and all third-party (including, without limitation, governmental) claims, damages, costs, fines, penalties, liabilities, losses, attorneys' and other professional fees and disbursements, suffered, incurred by, or asserted against any Indemnitee, including any amounts incurred or paid in settlement or any judgment of any action, suit, or proceeding brought under any statute, at common law, or otherwise, that arises under or in connection with the Customer’s use of the Services or the Software or the Website. IDN reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which the Customer are obligated to indemnify any Indemnitee, and the Customer agree to cooperate with IDN's defence of these matters at no cost to IDN.
Customer’s Duty to Indemnify a.) CUSTOMER agrees to defend and indemnify and hold IMPERIAL free and harmless from any and all liabilities, losses, damages, expenses, or costs, including reasonable attorneys' fees except only for IMPERIAL'S gross negligence or willful misconduct, arising out of, or in connection with i) data submitted by CUSTOMER to IMPERIAL; or ii)any action taken by IMPERIAL in good faith to perform IMPERIAL's obligations hereunder, including without limitation acts or omissions in reliance upon any instruction, or instrument from CUSTOMER, its agents, employees, officers, director, or assigns.
b.) IMPERIAL shall notify CUSTOMER as soon as practicable of any claim subject to this indemnity provision.
c.) The agreement to defend, indemnify and hold IMPERIAL free and harmless from any and all liabilities, losses, damages, expenses or costs for either IMPERIAL acts or omissions or the acts or omissions of CUSTOMER as detailed above in this paragraph 10 shall continue in full force and effect after the termination of this agreement.
