Common use of Indemnification by Service Provider Clause in Contracts

Indemnification by Service Provider. Service Provider will defend, indemnify, and hold harmless the SHO Group and their respective Affiliates, and their respective Representatives, from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and nature arising from third-party claims, demands, litigation, and suits, that: (a) relate to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the gross negligence or willful misconduct of Service Provider or its Affiliates during the performance of the Services, or (b) relate to the infringement of any copyright or trade secret by an Asset owned by Service Provider or its Affiliates and used by Service Provider in the performance of the Services (together, “SP Claims”). Notwithstanding the obligations set forth above in this Section 7.2, Service Provider will not defend or indemnify the SHO Group, their respective Affiliates, or their respective Representatives to the extent that such SP Claims are caused by: (i) a breach of any provision of this Agreement by any member of the SHO Group; (ii) any grossly negligent act or omission, willful misconduct, or willful failure of any member of the SHO Group, their respective Affiliates, or their respective Representatives in performance of this Agreement; or (iii) with respect to infringement claims: (A) any SHO Group member’s use of the Asset in combination with any product or information not provided by Service Provider; (B) Any SHO Group member’s distribution, marketing or use for the benefit of third parties of the Asset; (C) any SHO Group member’s use of the Asset other than as contemplated by this Agreement; or (D) information, direction, specification or materials provided by or on behalf of any SHO Group member. SHO Claims and SP Claims are each individually referred to as a “Claim.”

Indemnification by Service Provider. Service Provider will defend, indemnify, shall indemnify and hold harmless the SHO Group Purchaser and their respective Affiliateseach of its Affiliates (each, and their respective Representativesa “Purchaser Indemnitee”), from and against any and all costsIndemnifiable Losses to the extent relating to or arising out of Third Party Claims relating to, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and nature resulting from or arising from third-party claims, demands, litigation, and suits, thatout of: (a) relate willful misconduct, fraud, theft or embezzlement or gross negligence by or on behalf of Service Provider or any of its Affiliates in providing any of the Services that Service Provider is obligated to bodily injury provide hereunder; (b) breach, either intentional or death unintentional, by Service Provider of the covenants and agreements of Service Provider in this Agreement, including any person breach or damage non-fulfillment of a covenant or agreement by a Service Provider or other Affiliate of Service Provider; (c) any claim that the performance of Services, or any Receiving Party’s use or receipt of Services or exercise of rights granted to real and/or tangible personal property directly such Receiving Party infringes a third party’s Intellectual Property rights; (d) any Security Breach that is not caused by an act or any negligence of, or breach of this Agreement by, the Purchaser or any of its Representatives; and (e) any acts of XXXX Purchaser or breaches by XXXX Purchaser of XXXX Purchaser’s contractual obligations in connection with the XXXX Transaction; provided, in each case of this Section 6.1, that Service Provider shall have no obligation to indemnify Purchaser Indemnitees to the extent such Indemnifiable Losses result from (i) any Purchaser breach of the Agreement; (ii) the gross negligence or willful misconduct of Service Provider Purchaser or any of its Affiliates during the performance of the Services, or (b) relate to the infringement of any copyright or trade secret by an Asset owned by Service Provider or its Affiliates and used by Service Provider in the performance of the Services (together, “SP Claims”). Notwithstanding the obligations set forth above in this Section 7.2, Service Provider will not defend or indemnify the SHO Group, their respective Affiliates, or their respective Representatives to the extent that such SP Claims are caused by: (i) a breach of any provision of this Agreement by any member of the SHO Group; (ii) any grossly negligent act or omission, willful misconduct, or willful failure of any member of the SHO Group, their respective Affiliates, or their respective Representatives in performance of this Agreement; or (iii) with respect to infringement claims: (A) any SHO Group member’s use of the Asset in combination with any product or information not provided by Service Provider; (B) Any SHO Group member’s distribution, marketing or use for the benefit of third parties of the Asset; (C) any SHO Group member’s use of the Asset other than as contemplated by this Agreement; or (D) information, direction, specification or materials provided by or on behalf of any SHO Group member. SHO Claims and SP Claims are each individually referred to as a “Claim.”or

Indemnification by Service Provider. Service Provider will defend, indemnify, and hold harmless the SHO Group and their respective its Affiliates, and their respective Representatives, from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and nature arising from third-party claims, demands, litigation, and suits, that: (a) relate to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the gross negligence or willful misconduct of Service Provider or its Affiliates during the performance of the Services, or (b) relate to the infringement of any copyright or trade secret by an Asset owned by Service Provider or its Affiliates and used by Service Provider in the performance of the Services (together, “SP Claims”). Notwithstanding the obligations set forth above in this Section 7.28.2, Service Provider will not defend or indemnify the SHO GroupSHO, their respective its Affiliates, or their respective Representatives to the extent that such SP Claims are caused by: (i) a breach of any provision of this Agreement by any member of the SHO GroupSHO; (ii) any grossly negligent act or omission, willful misconduct, or willful failure of any member of the SHO GroupSHO, their respective its Affiliates, or their respective Representatives in performance of this Agreement; or (iii) with respect to infringement claims: (A) any SHO Group memberSHO’s use of the Asset in combination with any product or information not provided by Service Provider; (B) Any SHO Group memberSHO’s distribution, marketing or use for the benefit of third parties of the Asset; (C) any SHO Group memberSHO’s use of the Asset other than as contemplated by this Agreement; or (D) information, direction, specification or materials provided by or on behalf of any SHO Group memberSHO. SHO Claims and SP Claims are each individually referred to as a “Claim.”

Indemnification by Service Provider. Service Provider will shall defend, indemnifyindemnify and hold RStudio and its officers, directors, and hold employees harmless the SHO Group and their respective Affiliates, and their respective Representatives, from and against any and all claims, suits, actions, demands, investigations, costs, liabilities, losses, penaltiesdamages, expenses and damages (including reasonable attorneys’ feesattorney’s fees and expenses) and any and all other liabilities arising out of every kind and nature arising from third-party claims, demands, litigation, and suits, thator related to: (a) relate to bodily injury any breach by Service Provider of Sections 2 or death 3.2; (b) any claim arising from the Service Provider’s provision of the Managed Care Services; (c) any person claims made by Service Provider Customers arising from Service Provider Service or damage to real and/or tangible personal property directly caused by Service Provider’s representatives’ acts, omissions, negligence or willful misconduct; (d) the gross negligence or willful misconduct of Service Provider or its Affiliates during the performance of the Services, Provider; or (be) relate to the infringement other acts or omissions of any copyright or trade secret by an Asset owned by Service Provider or its Affiliates and used by Service Provider in connection with the performance marketing or resale of the Services Software under this Agreement provided that, RStudio (together, “SP Claims”). Notwithstanding the obligations set forth above in this Section 7.2, i) promptly notifies Service Provider will in writing of a potential claim (provided that the failure to provide such notice shall not defend or indemnify the SHO Group, their respective Affiliates, or their respective Representatives limit RStudio’s right to indemnification hereunder except to the extent that Service Provider is prejudiced by such SP Claims are caused by: (i) a breach of any provision of this Agreement by any member of the SHO Groupfailure); (ii) any grossly negligent act or omission, willful misconduct, or willful failure provides Service Provider a copy of any member of all information received by RStudio with respect to the SHO Group, their respective Affiliates, or their respective Representatives in performance of this Agreementclaim; or and (iii) with respect allows Service Provider to infringement claims: (A) any SHO Group member’s use control the defense and settlement of the Asset claim, including the selection of attorneys. RStudio shall have the right to participate in combination with any product the settlement or information not provided by Service Provider; (B) Any SHO Group member’s distribution, marketing or use for the benefit of third parties of the Asset; (C) any SHO Group member’s use of the Asset other than as contemplated by this Agreement; or (D) information, direction, specification or materials provided by or on behalf defense of any SHO Group membersuch claim or action at its own expense. SHO Claims and SP Claims are each individually referred to as a “ClaimNeither party shall settle any claim without the other party’s prior written consent which will not be unreasonably withheld or delayed.”