Common use of Indemnification by Service Provider Clause in Contracts

Indemnification by Service Provider. Masimo shall indemnify Subsidiary and its officers, directors, employees and representatives from (i) any loss, damage, cost or expense (including reasonable attorneys’ fees) (a “Loss”) arising from any claim, demand, assessment, action, suit or proceeding (a “Claim”) arising or occurring during the performance of the Masimo Services as a result of Masimo’s gross negligence or intentional misconduct and (ii) any Loss or Claim arising from or related to Masimo’s breach of any of the terms of this Agreement. Subsidiary shall indemnify Masimo and its officers, directors, employees and representatives from (i) any Loss or Claim arising or occurring during the performance of the Subsidiary Services as a result of Masimo’s gross negligence or intentional misconduct and (ii) any Loss or Claim arising from or related to Masimo’s breach of any of the terms of this Agreement.