Common use of Indemnification by Participants Clause in Contracts

Indemnification by Participants. Participant will indemnify and hold harmless Vendor and other Participants, their employees and agents for any actual damages, reasonable expenses and costs, including reasonable attorneys’ fees, from claims by third parties arising directly from Participant’s or Participant’s Users’ breach of this Agreement, including the unauthorized or improper use of the Network or Participant’s or Participant’s Users’ use or disclosure of Health Data for any purpose other than a Permitted Purpose. The Participant will not be liable for indirect, special, exemplary, consequential or punitive damages (including, but not limited to, loss of profits). The foregoing indemnity shall apply only to the extent of the willful misconduct or gross negligence of the Participant or Participant User.