Indemnification by NSA Clause Samples
The "Indemnification by NSA" clause requires the NSA (presumably a party to the agreement) to compensate or protect the other party from certain losses, damages, or legal liabilities that may arise in connection with the contract. Typically, this means that if the other party faces claims or lawsuits due to actions or omissions by the NSA, the NSA will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm resulting from the NSA's conduct.
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Indemnification by NSA. NSA shall indemnify and hold harmless Seller, its subsidiaries, affiliated and/or controlled companies, as well as each of their respective officers, directors, agents, and employees, from and against all Losses incurred by Seller and/or such persons or entities as a result of Third Party Claims based on: (i) any alleged breach of NSA’s warranties contained herein, or (ii) any claims that a Product infringes any patent, copyright, trade ▇▇▇▇ right, trade secret, mask work right or other proprietary right of any third party to the extent such claim is attributable to Seller’s incorporation of formulations, specifications or materials provided by NSA into the Products. For purposes of this Section, all formulations, specifications or materials provided by NSA into the Products shall be described in the Standards or on an attached memorandum signed by the Parties expressly referring to this Agreement.
Indemnification by NSA. Except as expressly limited by this Agreement, NSA, its agents, its successors and assigns, hereby covenant and agree to indemnify, defend and hold OCC and WPSC (and any subsidiary or affiliate corporation to which OCC or WPSC has assigned its rights and obligations under and pursuant to this Agreement), and their officers, directors, employees, agents, affiliates, successors and assigns, harmless from any and all claims, suits, obligations, liabilities, and damages, including reasonable counsel's fees, based upon, arising out of, or resulting from the negligence, gross negligence, recklessness or willful misconduct of NSA.