General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 12.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided, however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 12.1.2 Any loss arising from such Indemnifying Party’s use of services offered under this Agreement, involving pending or threatened claims, actions, proceedings or suits (“Claims”) for libel, slander, invasion of privacy, or infringement of intellectual property rights arising from the Indemnifying Party’s own communications.
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Samples: Interconnection Agreement, Interconnection Agreement
General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against:
12.1.1 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided, provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of
10.1.2 Any claims for libel, slander, infringement of their employment by copyright arising from the subcontractor with respect to such duties material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of the subcontractor under Indemnifying Party’s End Users or Customers; and
10.1.3 Any claims for infringement of patents arising from combining the subcontractIndemnified Party’s facilities or services with, or the using of Indemnified Party’s services or facilities in connection with, facilities of Indemnifying Party.
12.1.2 10.1.4 Any loss arising from such Indemnifying Party’s use of services offered under this Agreementor its End User or Customer’s failure to comply with Applicable Law, involving pending including the Act or threatened claimsapplicable FCC or Commission rule, actions, proceedings regulation or suits (“Claims”) for libel, slander, invasion of privacy, or infringement of intellectual property rights arising from the Indemnifying Party’s own communicationsorder.
Appears in 1 contract
Samples: Interconnection Agreement
General Indemnity Rights. Each Party (the “"Indemnifying Party”") will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “"Indemnified Party”") and hold such Indemnified Party harmless against:
12.1.1 a). Any loss to a third person arising out of the gross negligence or willful misconduct (“"Fault”"') by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided, however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract.;
12.1.2 b). Any loss arising from such Indemnifying Party’s use of services offered under this Agreement, involving pending or threatened claims, actions, proceedings or suits (“Claims”) claims for libel, slander, invasion of privacy, or infringement of intellectual property rights copyright arising from the material transmitted over the Indemnified Party's facilities arising from the Indemnifying Party’s 's own communications.communications or the communications of such Indemnifying Party's customers;
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Samples: Traffic Termination Agreement