Common use of Enterprise Indemnity Clause in Contracts

Enterprise Indemnity. (a) From and after the Distribution Date, Enterprise in its capacity as a Recipient and on behalf of each of the other members of the Enterprise Group in their capacity as Recipients, shall indemnify, defend and hold harmless HP and the other HP Indemnified Parties from and against any and all Losses suffered or incurred by the HP Indemnified Parties in connection with a third-party claim against such HP Indemnified Parties, which Losses result from any Services provided by any member of the HPI Group hereunder, except to the extent such Losses arise out of an HPI Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services, or (iv) gross negligence or willful misconduct in providing the Services. (b) From and after the Distribution Date, Enterprise, in its capacity as a Provider and on behalf of each of the other members of the Enterprise Group in their capacity as Providers, shall indemnify, defend and hold harmless HP and the other HP Indemnified Parties from and against any and all Losses suffered or incurred by the HP Indemnified Parties in connection with a third-party claim against such HP Indemnified Parties, which Losses result from (i) a breach of this Agreement by Enterprise or any other member of the Enterprise Group in connection with the provision of Services, or (ii) the gross negligence or willful misconduct of Enterprise or any other member of the Enterprise Group in its performance of its obligations hereunder; provided, however, that Enterprise shall not be deemed to have breached the Agreement, or been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the HP Indemnified Parties to Enterprise or any other member of the Enterprise Group or any actions taken or omitted to be taken by the Enterprise or any other member of the Enterprise Group upon the written direction or instruction of the HP Indemnified Parties.