Customer’s Duty to Indemnify Sample Clauses

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. You agree to defend, indemnify and hold harmless the Green Turtle Parties from and against any claims, actions, liabilities, damages, judgments, settlements, awards, losses, costs, expenses and fees (including reasonable attorneys’ fees and court costs) arising from (a) your violation of this Agreement, (b) your use of the Connected Products, Services, Content, Documentation or Green Turtle Data, (c) claims that arise from a data privacy or security breach or incident, (d) third party claims for injury or death to a person, or property damage, including without limitation spills or overflows; (e) your violation of applicable laws; and (f) your violation of Green Turtle's or its licensor's intellectual property rights. Notice of Claim. Green Turtle will notify Customer within a reasonable time after Green Turtle first receives written notice of such third-party claim; however, delay in notice shall not relieve Customer of its duties to indemnify Green Turtle. Notwithstanding the foregoing, Green Turtle may elect, at its option and in its sole discretion, to control the defense of any such third-party claim. In the event Green Turtle permits Customer to control the defense of any third-party claim, Customer shall not agree to any settlement which (i) finds fault or liability or requires any obligations of any Green Turtle Parties without Green Turtle’s advance written approval; and (ii) resolves the third-party claim in a manner that involves injunctive or other equitable relief. SAFETY MEASURES. CUSTOMER MUST USE PROPER SAFETY MEASURES WHEN CUSTOMER USES THE CONNECTED PRODUCTS IN CONJUNCTION WITH THE SERVICE. CUSTOMER MUST REPAIR AND MAINTAIN THE CONNECTED PRODUCTS IN ACCORDANCE WITH THE RELEVANT DOCUMENTATION. FAILURE TO DO SO MAY RESULT IN DAMAGE TO THE CONNECTED PRODUCTS, PROPERTY DAMAGE, BODILY HARM, AND/OR SERIOUS INJURY OR DEATH. CUSTOMER ACCESSES AND USES THE SERVICE WITH CUSTOMER'S CONNECTED PRODUCTS AT CUSTOMER'S OWN RISK AND SHOULD ONLY USE THE CONNECTED PRODUCTS WHEN CUSTOMER CAN SAFELY OPERATE THE CONNECTED PRODUCTS. CUSTOMER MUST COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS WHEN CUSTOMER USES THE CONNECTED PRODUCTS AND THE SERVICE. GREEN TURTLE CANNOT AND DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM VIRUSES OR MALWARE, OR THAT THE SERVICE WILL BE FREE FROM INTRUSION FROM BAD ACTORS, SUCH AS HACKING. CUSTOMER IS RESPONSIBLE FOR MAINTAINING ANY BACKUPS OR RECONSTRUCTION METHODS OUTSIDE OF THE SERVICE FOR ANY LOST DAT...

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.

Customer’s Duty to Indemnify. You agree to defend, indemnify and hold harmless the Green Turtle Parties from and against any claims, actions, liabilities, damages, judgments, settlements, awards, losses, costs, expenses and fees (including reasonable attorneys’ fees and court costs) arising from (a) your violation of this Agreement, (b) your use of the Connected Products, Software or Documentation, (c) claims that arise from a data privacy or security breach or incident, (d) third party claims for injury or death to a person, or property damage, including without limitation spills or overflows; (e) your violation of applicable laws; and (f) your violation of Green Turtle's or its licensor's intellectual property rights. Notice of Claim. Green Turtle will notify Customer within a reasonable time after Green Turtle first receives written notice of such third-party claim; however, delay in notice shall not relieve Customer of its duties to indemnify Green Turtle. Notwithstanding the foregoing, Green Turtle may elect, at its option and in its sole discretion, to control the defense of any such third-party claim. In the event Green Turtle permits Customer to control the defense of any third-party claim, Customer shall not agree to any settlement which (i) finds fault or liability or requires any obligations of any Green Turtle Parties without Green Turtle’s advance written approval; and (ii) resolves the third-party claim in a manner that involves injunctive or other equitable relief.

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.