Common use of Indemnification by Flextronics Clause in Contracts

Indemnification by Flextronics. Flextronics shall defend Customer, its affiliated companies, officers, directors, employees, and agents (each a “Customer Indemnitee”) from and against all third party Claims listed below, and indemnify and hold harmless any Flextronics Indemnitee from the resulting costs and damages awarded against Customer to the third party making such Claim, by a trial court of competent jurisdiction (or such arbitrator or other third party with equivalent authority to decide the Claim) or agreed to in settlement subject to the remaining provision of this Section 10. In addition Flextronics shall reimburse Customer from all costs (including reasonable attorneys’ fees) incurred by Customer in connection with a Claim from the time Customer notifies Flextronics in writing of the Claim (no later than thirty (30) days from the date Customer learns of such Claim (“Notice”)) until Flextronics assumes primary control of the defense. (i) Customer provides Notice to Flextronics of a Claim; and (ii) Flextronics decides that such a Claim does not fall under its indemnification obligations hereunder (“Non-Indemnity Action”); and (iii) Customer defends or settles such Non-Indemnity Action; and (iv) a court of competent jurisdiction or arbitrator holds that the Claim is one for which Flextronics should have defended and indemnified Customer, then Flextronics shall indemnify and reimburse Customer for all costs and expenses (including all damages, settlement payments, attorneys’ fees and other costs) arising from such Non-Indemnity Action. Flextronics’s obligations of defense and indemnification shall apply to any Claim incurred by or assessed against any Customer Indemnitee, but solely to the extent the same arise out or are related to: (a) any infringement of the intellectual property rights of any third party caused by (i) a process that Flextronics uses to manufacture, assemble and/or test the Products or (ii) Flextronics Background Property. (b) any actual injury or damage to any person or property caused, or alleged to be caused, by a Deliverable or Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by Flextronics’s willful misconduct or gross negligence or the breach by Flextronics of its express limited warranties or the Flextronics Controlled Materials; or (c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by Flextronics’s willful misconduct or gross negligence or a process that Flextronics uses to manufacture the Products or Flextronics’s failure to obtain a certificate of compliance for Flextronics Controlled Materials in accordance with Section 2(c).

Indemnification by Flextronics. (a) Subject to the provisions of Section 6.7 hereof, Flextronics shall defend Customeragrees to defend, its affiliated companiesindemnify and hold harmless, on an after-tax basis and after consideration of any insurance proceeds received, Xerox, each Xerox Affiliated Company and all directors, officers, directors, employees, agents and agents representatives of the foregoing (each each, a “Customer "Xerox Indemnitee”") from and against all third party Claims listed belowclaims, and indemnify and hold harmless any Flextronics Indemnitee from the resulting costs and actions, losses, expenses, damages awarded against Customer to the third party making such Claim, by a trial court of competent jurisdiction (or such arbitrator or other third party with equivalent authority to decide the Claimliabilities, including attorneys' fees (collectively, "Damages") or agreed to in settlement subject to the remaining provision of this Section 10. In addition Flextronics shall reimburse Customer from all costs (including reasonable attorneys’ fees) incurred by Customer in connection with a Claim from the time Customer notifies Flextronics in writing of the Claim (no later than thirty (30) days from the date Customer learns of such Claim (“Notice”)) until Flextronics assumes primary control of the defense. (i) Customer provides Notice to Flextronics of a Claim; and (ii) Flextronics decides that such a Claim does not fall under its indemnification obligations hereunder (“Non-Indemnity Action”); and (iii) Customer defends or settles such Non-Indemnity Action; and (iv) a court of competent jurisdiction or arbitrator holds that the Claim is one for which Flextronics should have defended and indemnified Customer, then Flextronics shall indemnify and reimburse Customer for all costs and expenses (including all damages, settlement payments, attorneys’ fees and other costs) arising from such Non-Indemnity Action. Flextronics’s obligations of defense and indemnification shall apply to any Claim incurred by or assessed against any Customer Indemnitee, but solely of the foregoing to the extent the same arise out of, are in connection with, are caused by or are related to third-party claims relating to: (ai) any failure of any Product sold by Flextronics or any Flextronics Affiliated Company (or any Sub-Tier Supplier) hereunder to comply with any safety or regulatory standard set forth in the applicable Specifications and any allegation of such a failure (including, without limitation, any investigations by the United States Consumer Product Safety Commission or any other Governmental Authority, and lawsuits arising under laws of product liability, including actions alleging Workmanship defects, breach of warranty, negligence, strict liability and unreasonable risk of injury) to the extent caused by a breach of the Express Warranties set forth in Section 14.1 hereof or actions alleging design defects relating to designs designed by Flextronics or any Flextronics Affiliated Company or relating to design defects in Components made by Flextronics or any Flextronics Affiliated Company where such designs were acquired by Flextronics or any Flextronics Affiliated Company from parties other than Xerox or any Xerox Affiliated Company; (ii) any injury or damage to any person or property caused by a Product sold by Flextronics or any Flextronics Affiliated Company (or any Sub-Tier Supplier) hereunder, and the allegation that any Product sold by Flextronics or any Flextronics Affiliated Company (or any Sub- Tier Supplier) hereunder has caused or threatened to cause injury or damage to any person or property, but only to the extent such injury or damage has been caused by the breach of the Express Warranties set forth in Section 14.1 hereof or by the design defects relating to designs designed by Flextronics or any Flextronics Affiliated Company or relating to design defects in Components made by Flextronics or any Flextronics Affiliated Company where such designs were acquired by Flextronics from parties other than Xerox or any Xerox Affiliated Company; (A) any infringement of the intellectual property rights of any third party caused by Flextronics' or any Flextronics Affiliated Company's manufacturing process for any Product; (iB) a process any infringement of the intellectual property rights of any third party by any Product manufactured by Flextronics or any Flextronics Affiliated Company not in accordance with the Specifications, to the extent such claim would not have arisen if such Product had been manufactured in accordance with the Specifications; (C) any infringement of the intellectual property rights of any third party by any Product to the extent that Flextronics uses to manufacture, assemble and/or test or any Flextronics Affiliated Company was primarily responsible for creating the Products portion of the Specifications covering the infringing portion of such Product; or (iiD) any infringement of the intellectual property rights of any third party by any design designed by Flextronics Background Propertyor any Flextronics Affiliated Company or acquired by Flextronics or any Flextronics Affiliated Company from parties other than Xerox or any Xerox Affiliated Company. (b) Subject to the provisions of Section 6.7 hereof, Flextronics agrees to indemnify and hold harmless from any actual injury Damages awarded in dispute resolution or damage to otherwise agreed, on an after-tax basis and after consideration of any person insurance proceeds received, each Xerox Indemnitee from and against all Damages incurred by or property caused, or alleged to be caused, by a Deliverable or Product sold by Flextronics to Customer hereunder, but solely assessed against any of the foregoing to the extent such injury or damage has been the same arise out of, are in connection with, are caused by Flextronics’s willful misconduct or gross negligence or the are related to any breach by Flextronics of any of its express limited warranties representations, warranties, covenants or the obligations contained in this Agreement or any breach by Flextronics Controlled Materials; or (c) noncompliance with or any Environmental Regulations but solely to the extent that such non-compliance is caused by Flextronics’s willful misconduct Flextronics Affiliated Company of any of its representations, warranties, covenants or gross negligence or a process that Flextronics uses to manufacture the Products or Flextronics’s failure to obtain a certificate of compliance for Flextronics Controlled Materials obligations contained in accordance with Section 2(c)any SSA.

Indemnification by Flextronics. Flextronics shall defend Customeragrees to defend, indemnify and hold harmless, Customer and its affiliated companiesaffiliates, and all directors, officers, directors, employees, and agents (each each, a “Customer Indemnitee”) from and against all third party Claims listed belowclaims, and indemnify and hold harmless any Flextronics Indemnitee from the resulting costs and actions, losses, expenses, damages awarded against Customer to the third party making such Claim, by a trial court of competent jurisdiction (or such arbitrator or other third party with equivalent authority to decide the Claim) or agreed to in settlement subject to the remaining provision of this Section 10. In addition Flextronics shall reimburse Customer from all costs (liabilities, including reasonable attorneys’ feesfees (collectively, “Damages”) incurred by Customer in connection with a Claim from the time Customer notifies Flextronics in writing of the Claim (no later than thirty (30) days from the date Customer learns of such Claim (“Notice”)) until Flextronics assumes primary control of the defense. (i) Customer provides Notice to Flextronics of a Claim; and (ii) Flextronics decides that such a Claim does not fall under its indemnification obligations hereunder (“Non-Indemnity Action”); and (iii) Customer defends or settles such Non-Indemnity Action; and (iv) a court of competent jurisdiction or arbitrator holds that the Claim is one for which Flextronics should have defended and indemnified Customer, then Flextronics shall indemnify and reimburse Customer for all costs and expenses (including all damages, settlement payments, attorneys’ fees and other costs) arising from such Non-Indemnity Action. Flextronics’s obligations of defense and indemnification shall apply to any Claim incurred by or assessed against any Customer Indemniteeof 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 claim relating to: (a) any infringement of the intellectual property rights of actual or threatened injury to any third party caused by person (ior death) a process that Flextronics uses to manufacture, assemble and/or test the Products or (ii) Flextronics Background Property. (b) any actual injury or damage to any person or property caused, or alleged to be caused, by a Deliverable or Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by Flextronics’s willful misconduct or gross negligence or 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 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 Controlled Materialsuses to manufacture, assemble and/or test the Products; orprovided 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 [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. FLEXTRONICS AND PALO ALTO NETWORKS CONFIDENTIAL (c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by Flextronics’s willful misconduct or gross negligence or a process or Production Materials that Flextronics uses to manufacture the Products or 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 failure to obtain a certificate manufacture, assembly or test of compliance for Flextronics Controlled Materials the Product in accordance with Section 2(c)the Specifications.