Indemnification by MacroCure Sample Clauses

Indemnification by MacroCure. Except to the extent otherwise limited in this Agreement, MacroCure agrees to defend, indemnify and hold harmless the ARC, its governors, directors, officers, employees and agents (the ‘ARC Indemnitees’) from and against all liabilities, losses, claims, damages, demands, fines, penalties, costs, expenses (including but not limited to reasonable attorneys’ fees and court costs), assessments, amounts paid pursuant to a settlement entered into in accordance with Section 12.3 below, and causes of action of every kind (collectively the ‘MacroCure Liabilities’), which the ARC Indemnitees may incur, suffer, become liable for, or which may be asserted or claimed against the ARC Indemnitees, as a result of: (a) any breach or violation by MacroCure or its agents, assigns, contractors, directors, employees, officers, subcontractors, successors, or suppliers of the terms or provisions of this Agreement; (b) the utilization by MacroCure or by any Third Party of the Product(s) which may result from Services pursuant to this Agreement which complies with the represntations specified in Section 11.2(c) above; (c) an alleged failure to disclose material information relating to safety or performance of one (1) or more product(s) which may result from the Services pursuant to this Agreement; (d) unless otherwise expressly set forth in this Agreement, loss or damage to any of MacroCure’s or ARC’s property, real or personal, or that of its agents, assigns, contractors, directors, employees, governors, invitees, officers, subcontractors, successors, suppliers, or volunteers caused by MacroCure while performing obligations pursuant to this Agreement; (e) an alleged claim that the conduct by ARC of the Services in accordance with this Agreement, or use of equipment, materials or information provided by MacroCure in connection with this Agreement infringes, misappropriates or otherwise violates any third party’s patent(s), trademark(s), copyright(s), trade secret(s), moral right(s), proprietary information, confidential information or other proprietary right However, in no instance shall MacroCure be responsible to the ARC Indemnitees for any MacroCure Liabilities to the extent caused by any wrongful or negligent act or omission of the ARC Indemnitees.