Incident Liability. Disclosure of Confidential Information by Provider or any of its agents, employees, Subcontractors, or permitted assigns for any reason may be cause for legal action by third parties (including Licensee(s)) against Provider, the State, or their respective agents. Provider shall indemnify, defend, and hold harmless the State, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by Provider, or its employees, agents, Subcontractors, or assignees pursuant to this §5. Notwithstanding any other provision of this Agreement, Provider shall be liable to the State for all direct, consequential and incidental damages arising from an Incident caused by Provider or its agents, employees, Subcontractors, or permitted assigns. The State will notify Provider in writing if indemnification is sought; however, failure to do so will not relieve Provider, except to the extent that Provider is materially prejudiced. Provider must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, at its own expense, if the State deems necessary. Provider will not, without the State’s prior written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. Any litigation activity on behalf of the State or any of its subdivisions must be coordinated with the Michigan Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.
Incident Liability. Disclosure of Confidential Information by Provider or any of its agents, employees, Subcontractors, or permitted assigns for any reason may be cause for legal action by third parties (including Licensee(s)) against Provider, the State, or their respective agents. Provider shall indemnify, defend, and hold harmless the State, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by Provider, or its employees, agents, Subcontractors, or assignees pursuant to this §5. Notwithstanding any other provision of this Agreement, Provider shall be liable to the State for all direct, consequential and incidental damages arising from an Incident caused by Provider or its agents, employees, Subcontractors, or permitted assigns. The State will notify Provider in writing if indemnification is sought; however, failure to do so will not relieve Provider, except to the extent that Provider is materially prejudiced. Provider must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations. The State is entitled to: (i) regular updates on proceeding status;
Incident Liability. Disclosure of State Information by Contractor or any Subcontractor for any reason may be cause for legal action by third parties against Contractor, the State, or their respective agents. Contractor shall indemnify, save, and hold harmless the State, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees pursuant to this §10. Notwithstanding any other provision of this Contract, Contractor shall be liable to the State for all consequential and incident damages arising from an Incident caused by Contractor or its Subcontractors.
Incident Liability. Disclosure of Confidential Information by Provider for any reason may be cause for legal action by third parties (including Licensee(s)) against Provider, the State, or their respective agents. Provider shall indemnify, save, and hold harmless the State, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by Provider. Notwithstanding any other provision of this Agreement, Provider shall be liable to the State for all direct, consequential, and incidental damages arising from an Incident caused by Provider. The State will notify Provider, in writing, if indemnification is sought; however, failure to do so will not relieve Provider, except to the extent that Provider is materially prejudiced. Provider must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding;
Incident Liability. Disclosure of Confidential Information by Third party point of sale software vendor or any of its agents, employees, Subcontractors, or permitted assigns for any reason may be cause for legal action by third parties (including Licensee(s)) against Third party point of sale software vendor, the State, or their respective agents. Third party point of sale software vendor shall indemnify, save, and hold harmless the State, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by Third party point of sale software vendor, or its employees, agents, Subcontractors, or assignees pursuant to this Agreement. Notwithstanding any other provision of this Agreement, Third party point of sale software vendor shall be liable to the State for all direct, consequential and incidental damages arising from an Incident caused by Third party point of sale software vendor or its agents, employees, Subcontractors, or permitted assigns.
