Duty of Indemnification. 17.1. General duty of indemnification Ex ept to the extent that the Freight Forwarder is liable according to the provisions of Part II, the Customer shall indemnify the Freight Forwarder for all liability incurred in the performance of the Freight Forwarding Services.
Duty of Indemnification. CMGI shall hold Red Brick, its directors, officers, employees and agents harmless from, and indemnify them against, all demands, costs, damages, expenses, including reasonable attorneys' fees, and liabilities for any claim or suit ("Claim") brought against Red Brick by a third xxxxx alleging that the use or distribution of the Warehouse DSS Server Software Licensed Materials or DSS Updates by Red Brick, its directors, officers, employees or agents hereunder infringes upon any United States patent, trademark, copyright, or trade secret; provided that Red Brick (i) gives CMGI prompt written notice of the Claim and (ii) gives CMGI all necessary information, reasonable assistance and sole authority to defend and/or settle the Claim. In the event that the use or distribution of the Warehouse DSS Server Software Licensed Materials or DSS Updates as permitted hereunder is held to constitute an infringement, CMGI shall, at its option and sole expense, (a) modify or replace the Warehouse DSS Server Software Licensed Materials or DSS Updates so that they perform comparable functions without material degradation in efficiency and without infringement; or (b) obtain a royalty-free license for Red Brick to use the infringing portion of the Warehouse DSS Server Software Licensed Materials and DSS Updates. CMGI shall have no liability for any Claim or infringement to the extent the same is based on (x) use or combination of the Warehouse DSS Server Software Licensed Materials or DSS Updates with equipment, devices, software, data or equipment not supplied by CMGI; (y) the Warehouse DSS Server Software Licensed Materials or DSS Updates having been modified by Red Brick or; (z) use of the Warehouse DSS Server Software Licensed Materials or DSS Updates in a manner for which they were not designed.
Duty of Indemnification. Subject to the terms of this Agreement, Customer agrees to indemnify and save QSA harmless from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses suffered, sustained or required to be paid by QSA as a result of all Collection Repair Services rendered by QSA, or its employees or agents. QSA shall have the option, at its sole option, to defend any claim by any third party, and Customer agrees to reimburse QSA for any expenses, including attorneys fees, incurred in defense of such claim. QSA shall have the right to employ its own counsel at the cost of Customer. Notification and Defense. Customer’s duty to indemnify and defend QSA shall be subject to the condition that QSA (i) notify Customer of any claim, or of any circumstances or facts which might give rise to a claim, against QSA for indemnity, to the extent known by QSA, (ii) give Customer an opportunity to defend against such claim, and (iii) provide Customer with information and otherwise cooperate in the defense of such claim. Settlement of Claims. QSA shall have the option, at its sole option, to defend any claim by any third party by entering into a settlement agreement, whereby Customer is required to reimburse QSA for all expenses, including attorney’s fees, incurred in the settlement of such claim. Moreover, QSA shall have the right to settle a claim without Customer’s consent, and without forfeiting the right to be reimbursed for the amounts paid in settlement, if, at the time of the proposed settlement, Customer refuses to indemnify and defend QSA in violation of this Agreement.
Duty of Indemnification. Subject to the terms of this Agreement, each party (the "Indemnifying Party") agrees to defend, indemnify and save the other party and its officers, directors, employees and agents (collectively, the "Indemnified Party") harmless from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses suffered, sustained or required to be paid by the Indemnified Party as a result of any infringement of any third party intellectual property rights caused by the use of the Indemnifying Party's marks or other Proprietary Materials in accordance with the terms of this Agreement.
Duty of Indemnification
