Common use of Employer Indemnity Clause in Contracts

Employer Indemnity. Employer shall indemnify and hold harmless HQY, its affiliates and all directors, officers, employees and agents of HQY and its affiliates (the “HQY Group”) from and against all claims, liabilities, losses, damages and expenses, including attorneys’ fees (collectively “Losses”), asserted by any party who is not a party to this Agreement, and arising out of Employer’s breach of this Agreement, negligence or willful misconduct or arising out of any other cause related to this Agreement; provided, however, Employer shall not be obligated to defend, indemnify or hold the HQY Group harmless for Losses to the extent such losses are caused by HQY’s breach of this Agreement, gross negligence or willful misconduct. Notwithstanding any other provision of the Agreement, HQY will not be responsible for claims, damages or liabilities resulting from: (i) acts or omissions based on instructions or directions received from Employer and its agents, representatives, or employees; (ii) errors caused by incomplete, inaccurate or untimely information provided by Employer and its agents, representatives or employees; or (iii) failure of Employer to perform its obligations as required by this Agreement.