General Indemnification by Vendor. Vendor shall be fully liable for the actions of Vendor and Vendor Staff and shall fully indemnify, defend, and hold harmless Citizens, and its officers, members of the Board of Governors, agents, employees, and policyholders (each, an “Indemnitee” and collectively, the “Indemnitees”) from suits, actions, damages, liabilities, demands, claims, losses, expenses, fines, penalties, fees, and costs of every name and description (collectively, “Claims”), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any act, error or omission, or misconduct of Vendor, its officers, directors, agents, employees, or contractors, including without limitation: (a) a violation of federal, state, local, international, or other laws or regulations; (b) bodily injury (including death) or damage to tangible personal or real property; (c) a security breach that results in the compromise or loss of Citizens Data; (d) Vendor’s failure to timely forward a public records request to Citizens for handling; or, (e) a breach of any obligation or representation made by Vendor under the Agreement.
Appears in 14 contracts
Samples: Vendor Master Agreement for Software as a Service, Vendor Master Agreement for Software as a Service, Vendor Master Agreement for Software as a Service