Indemnification and Confidentiality. Photographer shall indemnify, defend and hold harmless Villanova, its affiliates and their respective trustees, agents, representatives and employees from any and all claims, costs, judgments, losses, liabilities, fines or penalties, including but not limited to attorneys fees, arising from workers’ compensation claims of Photographer’s employees, Photographer’s negligence, wrongful acts, violations of laws or breach of this Agreement. Photographer waives any rights it may have to subrogation from or against Villanova. Photographer agrees that Villanova shall not be responsible for any physical damage occurring to property owned, leased or rented by Photographer. Photographer agrees that any information of Villanova obtained by him/her while performing services hereunder shall remain confidential and shall not be disclosed to third parties without the prior consent of Villanova.
Indemnification and Confidentiality. 5.1 Access and Information 30 5.2 Furnishing Information and Indemnification 30 5.3 Confidentiality 31 5.4 Updates to Information 31
Indemnification and Confidentiality. Reference is made to (i) the Indemnification Agreement, dated January 14, 2015, between the Company and the Consultant and (ii) the Indemnification Agreement, dated March 20, 2014, between Presbia USA, Inc., an affiliate of the Company, and the Consultant (together, the “Indemnification Agreements”). The Company and the Consultant acknowledge and agree that the terms of the Indemnification Agreements shall govern the Consultant’s provision of services under this Agreement. Reference is made to the Employee Covenants Agreement, dated as of November 1, 2013, by and between the Company and the Consultant (the “Covenant Agreement”). The Company and the Consultant acknowledge and agree that notwithstanding that the Consultant ceased to be an employee of the Company effective as of September 30, 2015, the Convenant Agreement remains in effect and its terms shall govern the the Consultant’s provision of services under this Agreement.
Indemnification and Confidentiality. 5.1 Company shall indemnify, defend, release and hold harmless N2P and all of its officers, agents, directors, shareholders, subcontractors, subsidiaries, employees and other affiliates (collectively "Affiliates") from and against any action, claim, court cost, damage, demand, expense, liability, loss, penalty, proceeding, suit, cost or attorney's fees arising out of any act or omission by Company relating to this Agreement or any claims by end users and subscribers of Company's services except and only in the event a claim relates solely to N2P's material breach of this Agreement due to its gross negligence or willful misconduct.
5.2 The parties acknowledge that during the course of this Agreement, either party may acquire information regarding the other or its affiliates, its business activities and operations or those of its customers and suppliers, and its trade secrets and, other confidential and proprietary information. Such information as well as the terms and conditions of this Agreement (hereinafter "Confidential Information") shall be held in strict confidence and each Party shall not reveal the same, except for any information which is: (a) generally available to or known to the public; (b) known to such party prior to the negotiations leading to this Agreement; (c) independently developed by such party outside the scope of this Agreement; (d) lawfully disclosed by or to a third party or tribunal; or (e) the disclosing party reasonably consents to disclosure in writing provided the receiving party limits disclosure to the extent required by the disclosing party and requests the confidential treatment of such information. The recipient of the Confidential Information may disclose the Confidential Information pursuant to any judicial or governmental request requirement or order or as required by law provided, however, the recipient takes all reasonable steps to provide prompt and sufficient notice to the disclosing party so that the disclosing party may contest such request, requirement or order and the recipient limits disclosure to the extent required by law or regulation and requests the confidential treatment of such Confidential Information. The Confidential Information of each party shall be safeguarded by the other to the same extent that it safeguards its own confidential materials or data relating to its own business. Each party agrees to limit access to such Confidential Information to employees, agents or representatives who have a need...
Indemnification and Confidentiality. ATM Owner agrees to indemnify, defend and hold PAI harmless from any and all liability, loss, costs, damages, attorneys’ fees, and expenses of any kind or nature, either known or unforeseen, which PAI may sustain by reason of ATM Owner’s willful misconduct, acts or omissions or any breach of any duty or obligation under this Agreement by ATM Owner or by any failure by ATM Owner, its’ officers, employees and/or agents to comply with any and all laws, rules, regulation or ordinances including but not limited to the Electronic Funds Transfer Act; the Americans With Disabilities Act; or other federal, state or local statute, rule or regulation pertaining to the use and/or operation of an ATM or any harm or injury sustained by or inflicted upon any persons patronizing ATM Owner’s business. ATM Owner and its ATM cash loader authorize PAI to share information regarding this Agreement and ATM transactions processed pursuant to this Agreement as necessary to respond to a police or governmental request or court order. ATM Owner shall retain a copy of all ATM transaction logs and records evidencing any transaction involving the use of the ATM for a period of three (3) years, or longer if so required by any local, state, or federal law, or Network or sponsoring financial institution regulations regarding the deployment of ATMs.
Indemnification and Confidentiality. 27 5.1. Access and Information...................... 27 5.2. Furnishing Information and Indemnification............................. 27 5.3. Confidentiality............................. 28 5.4. Updates to Information...................... 28 Section 6. Conditions Precedent.......................... 29 Section 7. Closing Date and Effective Time............... 35 7.1. Closing Date................................ 35 7.2. Effective Time.............................. 35 Section 8. Termination of Agreement...................... 35
Indemnification and Confidentiality. Contractor shall indemnify, defend and hold harmless the University, its affiliates and their respective trustees, agents, representatives and employees from any and all claims, costs, judgments, losses, liabilities, fines or penalties, including but not limited to attorneys fees, arising from workers’ compensation claims of Contractor’s employees, Contractor’s negligence, wrongful acts, violations of laws or breach of this Agreement. Contractor waives any rights it may have to subrogation from or against Villanova. Contractor agrees that Villanova shall not be responsible for any physical damage occurring to property owned, leased or rented by Contractor. Contractor agrees that any information of Villanova obtained by him/her while performing services hereunder shall remain confidential and shall not be disclosed to third parties without the prior consent of Villanova.
Indemnification and Confidentiality. Company agrees to indemnify Consultant and its employees, directors and independent contractors against any third party claim, including all costs and reasonable attorneys’ fees, which may arise from a breach of any representations and warranties of the Company. Any confidential, personal, and proprietary information that Consultant obtains from Company will remain confidential. Company shall also keep any information that Company obtains from Consultant through the Services, including without limitation any business practices, techniques, marketing and promotional ideas, and industry information, in confidence; disclosing to employees and other third parties on a “need to know” basis only. In no circumstances, however, will Company share such information with third party companies or individuals in the marketing and promotion industries without Consultant's prior written consent.
Indemnification and Confidentiality. NO WARRANTIES Except as expressly set forth herein, HGS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY INVENTION OR PRODUCT CONCEIVED, DISCOVERED, LICENSED OR DEVELOPED UNDER THIS LICENSE AGREEMENT. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUCH INVENTION OR PRODUCT, OR THAT THE USE OF LICENSED PRODUCTS(S) WILL NOT INFRINGE ANY PATENT OR OTHER RIGHTS. HGS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR OTHER DAMAGES SUFFERED BY LICENSEE, ANY SUBLICENSEE OR ANY OTHERS RESULTING FROM ANY SUCH INVENTION OR PRODUCT.
Indemnification and Confidentiality
