Indemnification by Apple Clause Samples
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Indemnification by Apple. Apple agrees to indemnify, defend and hold harmless AuthenTec and its Affiliates and each of AuthenTec’s and each of its Affiliates’ respective officers, directors, employees, agents, representatives, suppliers, licensees, resellers, distributors, customers, successors and assigns (“AuthenTec Indemnified Parties”) from and against all claims, losses, liabilities, damages, settlements, costs and expenses (including reasonable fees and expenses of attorneys incurred in connection with the investigation or defense of any actions) arising out of or resulting from any (a) third party claims brought or made against any of the AuthenTec Indemnified Parties alleging that any Apple Product that incorporates any Hardware Technology, Software Technology or AuthenTec Improvement has directly caused personal injury or property damage or (b) claims brought by a class of shareholders of Apple against AuthenTec claiming a diminution in Apple shareholder value arising from any security breach or any payment system breach to which any Hardware Technology, Software Technology or AuthenTec Improvement is a contributing factor.
Indemnification by Apple. Apple agrees to indemnify, defend and hold harmless Access Partner, its Affiliates, and the agents, employees, officers, and directors of each of Access Partner and its Affiliates (each, an “Access Partner Indemnified Party”), from and against any and all Indemnified Losses to the extent such Indemnified Losses arise out of, are connected with, or result from any Claim against an Access Partner Indemnified Party that arises out of, is connected with, or results from any of the following that occurs during the Term:
i. any actual or alleged infringement of the trademark rights of any third party by (A) any of the Apple Marks or (B) any use of any of the Apple Marks by Access Partner, any of its Affiliates, or any of Access Partner’s Service Providers in accordance with this Agreement or as otherwise authorized by Apple in writing;
ii. Apple’s, any of its Affiliates’, or any of Apple’s Service Providers’ failure to comply with applicable Laws;
iii. any use of any of the Access Partner Marks by Apple, any of its Affiliates, or any of Access Partner’s Service Providers in a manner not in accordance with this Agreement or not otherwise authorized by Access Partner in writing;
iv. any breach of Section 11 (Data Protection and Information Security) by Apple, any of its Affiliates, or any of Apple’s Service Providers;
v. any Apple Security Breach;
vi. any breach by Apple of any of its representations and warranties in Section 19.b;
vii. any breach by Apple or any of its Affiliates of any contract between Apple or any Apple Affiliate, as the case may be, and any third party (including any User or Participating Provider) related to Apple’s participation in the Program; or
viii. the gross negligence, fraud, or willful misconduct of Apple, any of its Affiliates, or any of Apple’s Service Providers. provided, however, that in no event will Apple be obligated to indemnify any Access Partner Indemnified Party under this Section 21.b (Indemnification by Apple) against any Indemnified Losses to the extent such Indemnified Losses result from (A) any failure by Access Partner, any of its Affiliates, or any of Access Partner’s Service Providers to comply with applicable Laws or (B) any fraud, willful misconduct or grossly negligent acts or omissions of Access Partner, any of its Affiliates, or any of Apple’s Service Providers.