Indemnification by Sponsor. Sponsor shall indemnify, defend and hold harmless University, its directors, officers, agents and employees against any actions, suits, proceedings, liabilities and damages that may result from the negligent acts or omissions of Sponsor, its officers, agents or employees in connection with this Agreement.
Indemnification by Sponsor. SPONSOR will indemnify, defend and hold harmless the Institution, the Facility where Institution conducts the Study, the IRB (solely with respect to its role in the approval and regulatory oversight of the Study), and their respective subsidiaries, affiliated hospitals, trustees, directors, officers, faculty, agents, employees, students, the Principal Investigator and any Sub-investigator and their respective employers (individually an “Institutional Indemnified Party” and collectively, the “Institutional Indemnified Parties”) from and against any and all third party actions, suits, claims, proceedings, investigations, demands, costs and expenses (including reasonable attorney fees incurred prior to engagement of counsel for the Institutional Indemnified Party by SPONSOR Indemnifying Party), judgments, liabilities, losses, personal injuries (including death), or other damages (collectively, “Losses”), of all types whatsoever, that have arisen from or are related to the (a) use of the applicable Study Device(s) in accordance with the applicable Protocol or procedures that the Subject would not have undergone but for participation in the Study (b) SPONSOR’s negligence or misconduct, (c) breach of this Agreement, (d) SPONSOR’s failure to comply with Applicable Law, or (e) SPONSOR’s use or commercialization of the Study Results or Intellectual Property. The SPONSOR's obligation to indemnify, defend and hold harmless an Institutional Indemnified Party will be reduced to the extent that any Losses are adjudicated to have been directly caused by: (i) a material failure by such Institutional Indemnified Party to comply with the applicable Protocol, allowing for deviations for Subject safety, and/or with state or federal statutes or regulations, including FDA regulations; or (ii) the negligence or misconduct of such Institutional Indemnified Party, provided that complying with the applicable Protocol, SPONSOR's instructions, or the terms of this Agreement or the applicable SOW shall not be considered negligence for purposes of this exception.
Indemnification by Sponsor. Sponsor shall indemnify, defend and hold harmless Worldwide and its Affiliates and their respective officers, directors, employees and agents (the “Worldwide Group”) from any Losses arising from any Claim arising out of (i) Worldwide’s adherence to written instructions provided by Sponsor to Worldwide, including adherence to the Protocol and proper performance of the Services in accordance with this Agreement and the Protocol; (ii) the Study drug’s harmful or otherwise adverse effect, including, without limitation, a Claim based upon the consumption, sale, distribution or marketing of any substance, including the Study drug, (iii)any breach by Sponsor of any material obligations under this Agreement, or (iv) the negligence or intentional misconduct of Sponsor, except to the extent such Losses are caused by Worldwide Group’s negligence or wilful misconduct. In the event Worldwide incurs reasonable and necessary costs or out-of-pocket expenses as a result of it becoming involved in, or being required to appear or otherwise participate in, a matter (i) relating to the Study that is the subject of a claim or any proceeding, litigation, arbitration or some other dispute resolution mechanism, and (ii) where Worldwide’s performance of the Services in a manner other than in compliance with this Agreement is not at issue in such claim, then Sponsor shall reimburse Worldwide for pre-approved reasonable and necessary costs or out-of-pocket expenses. The Parties agree to cooperate with each other and to use commercially reasonable best efforts in good faith to minimize Worldwide’s participation in and the costs or out-of-pocket expenses relating to such disputes.
Indemnification by Sponsor. The Sponsor shall indemnify and save harmless from and against any and all liability to which the Trustee may be subjected by reason of any act or conduct in its capacity as Trustee, including all expenses reasonably incurred in its defense, except for losses or expenses resulting from the negligence or willful misconduct of the Trustee or its affiliates.
Indemnification by Sponsor. Sponsor will indemnify, defend, and hold harmless MSKCC, and its trustees, officers, professional staff, employees, agents, successors, heirs and assigns (“MSKCC Indemnitees”) from and against:
(a) All third party claims, debts, liabilities and obligations which arise from or are alleged to arise from [***]; or [***];
(b) Any damage or deficiency resulting directly or indirectly from any [***]; and
(c) All third party other actions, suits, proceedings, demands, assessments, adjustments, costs and expenses incident to the foregoing, including actual attorneys’ fees and other out-of-pocket expenses. This indemnification will not apply to the extent that the claims, debts, liabilities, obligations, damages, deficiencies or expenses (collectively “Claims”) for which indemnification is sought under this Agreement are caused by the [***].
Indemnification by Sponsor. Sponsor shall indemnify, defend, and hold harmless Institution and their respective trustees, employees, officers, directors and agents (each, an “Institution Indemnitee”) from and against, any and all losses, liabilities, damages, claims, demands and costs of judgments (including, without limitation, reasonable attorney fees) (together, “Claims”) made or instituted against them by a third party for personal injury (including death) or damage to property arising directly out of the conduct of the Study in accordance with the Protocol. Sponsor shall have no indemnification obligation for any Claim to the extent based on Institution Indemnitee’s (a) negligent act or omission, or willful misconduct, wrongful conduct or breach of any obligation stipulated for the Institution by legal guideline or by this Agreement including all its appendices; (b) failure to adhere to the Protocol or Sponsor’s written recommendations or instructions regarding během trvání této Smlouvy zachovávat příslušná provozní, technická a organizační opatření na ochranu Osobních údajů, které zpracovává pro účely související se Studií, před náhodným nebo nezákonným zničením, pozměňováním, neoprávněným předáním, přístupem nebo jakýmikoli jinými nezákonnými formami zpracování. V případě jakéhokoli porušení zabezpečení, které má nebo může mít potenciálně dopad na zabezpečení Osobních údajů, bude Místo provádění klinického hodnocení okamžitě informovat Zadavatele a IQVIA. Všechny smluvní strany ve své roli Správce údajů nebo Zpracovatele údajů zajistí, aby ony samy i jakékoli subjekty působící jako jejich subdodavatelé pro zpracování údajů, zpracovávaly Osobní údaje v souladu se všemi Příslušnými zákony na ochranu osobních údajů. Strany se zavazují uzavřít veškeré smlouvy ohledně zpracování Osobních údajů, které bude každá Strana kdykoli potřebovat k dodržení platných Příslušných zákonů na ochranu osobních údajů.
Indemnification by Sponsor. Sponsor will indemnify, defend, and hold Client and their respective directors, officers, employees, agents, and assigns (collectively, “Client Parties”) harmless from and against any and all third party claims, liabilities, damages, and expenses, including, without limitation, attorneys’ fees and expenses, resulting from (a) Sponsor’s performance under or breach of this Agreement or (b) Client’s use of Sponsor Marks in accordance with the terms of this Agreement. Sponsor will have no obligation to indemnify a Client Party to the extent the liability is solely caused by such Client Party’s gross negligence or willful misconduct.
Indemnification by Sponsor. SPONSOR agrees to defend, indemnify and hold harmless Emory, its Affiliates, and their respective trustees, officers, directors, employees, agents, and contractors, including the Principal Investigator (“Emory Indemnitees”) from and against any and all third-party claims, lawsuits and demands and the associated liabilities, damages, costs and expenses (including reasonable attorneys’ fees) (each, a “Claim” and collectively, “Claims”) arising out of or relating to (i) the performance of the Agreement, or (ii) SPONSOR’s use of the Project results, data and/or material or any Intellectual Property to which rights, title and interest are assigned or granted to SPONSOR hereunder, or (iii) any failure by SPONSOR to comply with any applicable U.S. law, rule or regulation, or (iv) any negligent act or willful misconduct on the part of any SPONSOR Indemnitees; provided, however, that SPONSOR’s obligations shall not extend to an Emory Indemnitee for that portion of any claim attributable to (i) the negligence or willful misconduct of any Emory Indemnitees in their performance under this Agreement, or (ii) any failure by an Emory Indemnitee to comply with any applicable U.S. governmental law, rule or regulation.
Indemnification by Sponsor. Sponsor agrees to defend, indemnify and hold harmless Emory, and their respective trustees, officers, directors, employees, agents, and contractors, including the Principal Investigator (“Emory Indemnitees”) from and against any and all third-party claims, lawsuits and demands and the associated liabilities, damages, costs and expenses (including reasonable attorneys’ fees) (each, a “Claim” and collectively, “Claims”) arising out of or relating to (i) Emory’s participation in and/or performance of the Project, (ii) Sponsor’s use of the Project results or Project data, or (iii) any negligent act or willful misconduct on the part of any Sponsor’s Indemnitees (as defined below), or (iv) any material breach of this Agreement by any Sponsor Indemnitee; provided, however, that Sponsor’s obligations shall not extend to an Emory Indemnitee for that portion of any Claim attributable to (i) the negligence or willful misconduct of any Emory Indemnitees in their performance of the Project under this Agreement, or (ii) any material breach of this Agreement by any Emory Indemnitee.
Indemnification by Sponsor. Sponsor shall indemnify, defend and hold harmless Institution, its trustees, officers, staff, agents, and employees (collectively, “Institution Indemnitees”) against any claim or lawsuit arising out of (a) a claim of product liability concerning 7.
