Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to: (a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2; (b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or (c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications.
Appears in 11 contracts
Samples: Manufacturing Agreement, Manufacturing Agreement, Manufacturing Agreement (Violin Memory Inc)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, harmless Customer and its Affiliates, and all of their respective directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party party, but solely to the extent that such infringement is caused by a process method or apparatus that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications. **** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Appears in 4 contracts
Samples: Manufacturing Agreements (TRIA Beauty, Inc.), Manufacturing Agreements (TRIA Beauty, Inc.), Manufacturing Agreements (TRIA Beauty, Inc.)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; oror ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications.
Appears in 3 contracts
Samples: Manufacturing Agreement, Manufacturing Agreement (Advanced BioHealing Inc), Manufacturing Agreements (Advanced BioHealing Inc)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer LumiraDx and all directors, officers, employees, and agents each of its Representatives (each, a “Customer IndemniteeLumiraDx lndemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoingLumiraDx Indemnitee claims relating to, but solely to the extent the same arise arising out of third-party claims relating toregarding:
(a) any actual or threatened alleged injury or damage to any person (including death) or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer LumiraDx hereunder, including third-party product liability claims based on breach of products liability legislation, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.27.6;
(b) any actual or alleged infringement or misappropriation of the intellectual property rights (including any industrial design rights, database rights or any other form of intangible or business property rights) of any third party party, but solely to the extent that such infringement or misappropriation is caused by a process or Production Materials that Flextronics uses elects to use to manufacture, assemble and/or or test the Products; provided thathowever, Flextronics shall not have any obligation to indemnify Customer LumiraDx if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or;
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications.
Appears in 3 contracts
Samples: Manufacturing Agreement (LumiraDx LTD), Manufacturing Agreement (LumiraDx LTD), Manufacturing Agreement (LumiraDx LTD)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and its affiliates, and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of of, are in connection with, are caused by or are related to a third-party claims claim relating to:
(a) any actual or threatened injury to any person (or death) or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any actual or alleged infringement or misappropriation of the any patent, copyright, mask work, trade secret or other intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer under this Section 9.1(c) if such claim would not have arisen but for Flextronics’s manufacture manufacture, assembly or test of the Product in accordance with the Specifications.
Appears in 2 contracts
Samples: Manufacturing Services Agreement, Manufacturing Services Agreement (Palo Alto Networks Inc)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and Customer’s Affiliates, and all directors, officers, employees, and agents of Customer and its Affiliates (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.28;
(b) any infringement of the intellectual property Intellectual Property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to perform any Work hereunder (e.g., manufacture, assemble and/or test the Products); provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture’ manufacturing, assembly or test testing of the Product in accordance with the Specifications; or
(c) noncompliance any failure of any Product sold by Flextronics hereunder to comply with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s ’ manufacture of the Product in accordance with the Specifications.
Appears in 2 contracts
Samples: Manufacturing Agreements (Fitbit Inc), Manufacturing Agreement (Fitbit Inc)
Indemnification by Flextronics. Flextronics Xxxxxxxxxxx agrees to defend, indemnify and hold harmless, Customer and its Affiliates, and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoingCustomer Indemnitee, but solely to the extent the same arise arising out of third-party claims relating to:
(a) any actual or threatened alleged injury or damage to any person (including death) or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.27;
(b) any actual or alleged infringement or misappropriation of the intellectual property rights (including any industrial design rights, database rights or any other form of intangible or business property rights) of any third party party, but solely to the extent that such infringement or misappropriation is caused by a process or Production Materials that Flextronics uses elects to use to manufacture, assemble and/or or test the Products; provided thathowever, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations Regulations, but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses elects to use to manufacture the Products; provided thathowever, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications.
Appears in 2 contracts
Samples: Manufacturing Agreement (Nextracker Inc.), Manufacturing Agreement (Nextracker Inc.)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all its affiliates and their directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the negligence or willful misconduct of Flextronics or a breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with this Agreement or the Specifications only as further set forth in Section 6.2;applicable Statement of Work where such injury or damage is a reasonably foreseeable consequence of such breach.
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the ProductsProducts or by Flextronics Supplied Materials; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specificationsspecific instructions provided by Customer but not the method selected by Flextronics to carry out such instructions; or
(c) noncompliance non-compliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by or in connection with a process or Production Materials that Flextronics uses to manufacture the ProductsProducts or by Production Materials or Flextronics Supplied Materials; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture manufacture, assembly or test of the Product in accordance with the SpecificationsSpecifications or specific instructions provided by Customer but not the method selected by Flextronics to meet such Specifications or carry out such instructions.
Appears in 2 contracts
Samples: Master Manufacturing Services Agreement, Master Manufacturing Services Agreement (Mitel Networks Corp)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and its affiliates, and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of are in connection with, are caused by or are related to a third-party claims claim relating to:
(a) any actual or threatened injury to any person (or death) or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any actual or alleged infringement or misappropriation of the any patent, copyright, mask work, trade secret or other intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; oror [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Palo Alto Networks, Inc. FLEXTRONICS AND PALO ALTO NETWORKS CONFIDENTIAL
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer under this Section 9.1(c) if such claim would not have arisen but for Flextronics’s manufacture manufacture, assembly or test of the Product in accordance with the Specifications.
Appears in 1 contract
Samples: Manufacturing Services Agreement
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer Aruba and all directors, officers, employees, and agents (each, a an “Customer Aruba Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer Aruba or an Authorized Purchaser hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer Aruba if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications.
Appears in 1 contract
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “"Customer Indemnitee”") from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ ' fees (collectively, “"Damages”") incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s 's workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s 's manufacture, assembly or test of the Product in accordance with the Specifications; oror FLEXTRONICS CONFIDENTIAL
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s 's manufacture of the Product in accordance with the Specifications.
Appears in 1 contract
Samples: Manufacturing Agreements (Clearone Communications Inc)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and its Affiliates, and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that. Notwithstanding the foregoing, Flextronics shall not have any obligation to indemnify Customer if to the extent such infringement arises from Flextronics’s compliance with the Specifications or specific Customer instructions for the manufacture, assembly or test of the Product, provided that such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; orsuch compliance.
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture manufacture, assemble and/or test the Products; provided that. Notwithstanding the foregoing, Flextronics shall not have any obligation to indemnify Customer if to the extent such noncompliance arises from Flextronics’s compliance with the Specifications or specific Customer instructions for the manufacture, assembly or test of the Product, provided that such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specificationssuch compliance.
Appears in 1 contract
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its obligations under this Agreement, including but not limited to the express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications.
Appears in 1 contract
Samples: Manufacturing Agreement (MPC Corp)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer Agilent and all directors, officers, employees, and agents (each, a “Customer "Agilent Indemnitee”") from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ ' fees (collectively, “"Damages”") incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) 4.6.1 any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer Agilent hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics Flextronics, its agents or Subcontractors, of its express limited warranties related to Flextronics’s ', its agents or Subcontractors, workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;10.
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) 4.6.2 noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process that Flextronics, its agents or Production Materials that Flextronics Subcontractors, uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer Agilent if such claim would not have arisen but for Flextronics’s ', its agents or Subcontractors, manufacture of the Product in accordance with the Specifications.
Appears in 1 contract
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “"Customer Indemnitee”") from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ ' fees (collectively, “. "Damages”") incurred by or assessed assed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent ex tent such injury or damage has been caused by the breach by Flextronics of its express ex press limited warranties related to Flextronics’s 's workmanship and manufacture in accordance with the Specifications Specification s only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party but solely to the extent ex tent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or and Core test the Products; provided that, that Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s 's manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations but solely to the extent ex tent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; : provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s 's manufacture of the Product in accordance with the Specifications.
Appears in 1 contract
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and its affiliates, and all directors, officers, employees, and agents (each, a “"Customer Indemnitee”") from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ ' fees (collectively, “"Damages”") incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of of, are in connection with, are caused by or are related to a third-party claims claim relating to:
(a) any actual or threatened injury to any person (or death) or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any actual or alleged infringement or misappropriation of the any patent, copyright, mask work, trade secret or other intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s 's manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer under this Section 9.1(c) if such claim would not have arisen but for Flextronics’s manufacture 's manufacture, assembly or test of the Product in accordance with the Specifications.
Appears in 1 contract
Samples: Manufacturing Services Agreement (Palo Alto Networks Inc)
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture warranty that the Products will have been manufactured in accordance with the applicable Specifications only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations Regulations, but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s ’ manufacture of the Product in accordance with the Specifications.
Appears in 1 contract