Common use of Indemnification by Supplier Clause in Contracts

Indemnification by Supplier. Supplier covenants and agrees to indemnify, defend and hold harmless Eargo, its Affiliate(s), Approved Buyer(s), and their respective agents, contractors, officers, directors, employees and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, losses, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expenses, arising out of or related to: (a) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”).

Indemnification by Supplier. Supplier covenants and agrees to (a) Indemnification SUPPLIER shall indemnify, defend defend, and hold harmless Eargoeach of DISTRIBUTOR, its Affiliate(s)subsidiaries, Approved Buyer(s)affiliates, divisions, subdistributors, agents, employees, representatives and customers, and its or their respective agentssuccessors and assigns (each, contractorsan "Indemnified Party") from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, penalties, costs and expenses (including, without limitation, attorneys' fees) of every kind whatsoever (collectively, "Damages") arising in any manner out of or from, or in connection with any actual or alleged (i) patent, copyright or trademark infringement, or violation of any other proprietary right, arising out of the purchase, sale, distribution or use of any Product, (ii) breach by SUPPLIER of any term or provision of this Agreement, (iii) personal injury, wrongful death or property damage arising out of or relating to any Product including, but not limited to, the use of any Product, and (iv) wrongful or negligent act or omission by SUPPLIER and its officers, directors, employees and Representatives (including any combination of the Eargoshareholders, its Affiliate(s), Approved Buyer(s) or their respective agents, contractorsservants, officersemployees, directorsrepresentatives or subcontractors; provided, employees that this Section 10(a) shall not obligate SUPPLIER to indemnify any Indemnified Party for any portion of Damages (except for Damages. based on theories of strict liability) directly attributable to, and Representatives) (collectivelydirectly caused by, the “gross negligence of an Indemnified Parties”Party or any unauthorized warranty relating to the Products by DISTRIBUTOR. (b) from and against Procedure Each Indemnified Party shall notify SUPPLIER of any and all claimsthird party claim for which such Indemnified Party seeks indemnification under this Agreement; provided, allegations, losses, damages, settlements, governmental fines and penaltiesthat the failure to deliver such notice shall not affect SUPPLIER's obligations to any Indemnified Party under this Section 10 except to' the extent that such failure results in (i) the failure of actual notice to SUPPLIER, and all other liabilities(ii) damage to SUPPLIER, including attorneys’ and other professional fees and court costsor an increase in SUPPLIER's indemnification liability, solely as a result thereof. SUPPLIER may, but is not obligated to, assume the defense of any claim to which this Section 10 relates or may relate, and may appoint legal counsel responsible for such defense; provided, that if SUPPLIER chooses to assume such defense, any Indemnified Party may, at its own expense, select its own counsel to represent it; and provided further, that SUPPLIER may not settle any such claim against an Indemnified Party without the prior written consent of such Indemnified Party. If SUPPLIER elects not to assume such defense, such Indemnified Party may elect to do so and SUPPLIER shall pay all costs and expenses, arising out expenses of or related to: (a) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third counsel selected by such Indemnified Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects such defense. Any legal counsel appointed by SUPPLIER to defend such a claim shall be experienced in the assembly or manufacturing type of litigation involved and shall be reasonably satisfactory to DISTRIBUTOR. SUPPLIER and each Indemnified Party shall cooperate fully in connection with all matters related to the Product(s); or (f) violations defense of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”)any such claim.

Indemnification by Supplier. Subject to Sections 4.5 and 12.4, the Supplier covenants and agrees to will indemnify, defend and hold harmless Eargo, its Affiliate(s), Approved Buyer(s), and their respective agents, contractors, officers, directors, employees and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) Province Indemnitees from and against any and all claimsClaims, allegationsdamages, fines, penalties, deficiencies, losses, damagesliabilities (whether accrued, settlementsactual, governmental fines contingent, latent or otherwise), costs, fees and penaltiesexpenses (including interest, court costs and all reasonable fees and expenses of lawyers, accountants and other liabilitiesexperts and professionals) (each a “Loss”) suffered or incurred by any of them directly or indirectly arising from or in connection with or relating to the following: (a) any breach by Supplier of any of its representations, warranties, covenants, responsibilities or obligations set out in this Agreement; (b) any death, bodily injury, sickness, disease or injury of any kind, of any Person, to the extent caused by any act or omission of Supplier or Supplier Subcontractor; (c) any damage, loss or destruction of any tangible, real, personal or intangible property, including attorneys’ and other professional fees and court costsany Province IP, and all costs and expensesto the extent caused by any act or omission of Supplier or Supplier Subcontractor; (d) any amounts (including without limitation taxes) assessed against the Province that are the obligation of Supplier; (e) any Claim by a third party alleging that (i) the Services; (ii) Supplier’s performance or the receipt by the Province or Other Service Providers of the Services under this Agreement; (iii) any Supplier IP or Deliverable, or the use thereof by Supplier to provide the Services; or (iv) the access to or use by the Province or Other Service Provider of any Service, Supplier IP or Deliverable as permitted pursuant to this Agreement, infringes, violates or misappropriates any Intellectual Property Right of any Person (but excluding any Claim arising out of or related to: relating to the EMV technology described in Section 12.4 for which the Supplier is not at fault); or (af) any negligence or wilful misconduct on the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance part of Supplier’s obligations hereunder, whether as a result of an act or the fault or negligence an omission of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision Person for whom Supplier is responsible hereunder, including any crime, fraudulent or clause (e.g.dishonest acts committed by any current or former Supplier Personnel, Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging acting alone or in connection collusion with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”)others.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Article 8. To the fullest extent permitted by law, Supplier covenants and agrees to shall, at its expense, indemnify, defend and hold harmless EargoCARIAD and its Affiliates, its Affiliate(s)agents, Approved Buyer(s), and invitees and their respective agentsPersonnel, contractors, officers, directors, employees successors and Representatives assigns (including any combination of the Eargo, its Affiliate(seach a “CARIAD Indemnitee”), Approved Buyer(s) or their respective agentsin full against all loss, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, lossesliability, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising out of or related to: (a) the Unitsfrom any claims, actions, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party lawsuits (collectively, “Third Party IPRLosses”) where such claimed by any Third Party IPR relates Person in any claim, demand, suit or proceeding in connection with any of the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or warranties to Supplier’s Manufacturing Process, CARIAD under these Terms or manufacturing, packaging, testingthe Order; 8.1.2 The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.3 The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.4 Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services provided under this Agreementwhich are asserted by Supplier, excluding Product design and materials any Subcontractor, or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, anyone directly or indirectly from engaged by any of them or for anyone for whose acts they may be responsible; CARIAD may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the Units written request of CARIAD, Supplier shall bond off or Services (including otherwise satisfy any Hazard)such liens, the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Partiesencumbrances and payment and other claims; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or and 8.1.5 Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to any Supplier Partiesbenefits normally associated with employment at CARIAD, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any claims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: Supplier's Personnel, Affiliates or Subcontractors; the Wage and Hour Act; the Fair Labor Standards Act; the Retaliatory Employment Discrimination Act; the Employment Retirement Income Security Act; the Consolidated Omnibus Budget Reconciliation Act; the Age Discrimination in Employment Act; Title VII of the Civil Rights Act of 1964; Section 1981 of the Civil Rights Act as amended; the Americans With Disabilities Act; the Family and Medical Leave Act; the Immigration Control and Reform Act of 1986 and/or any other applicable federal, state or local statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (d) a actual or constructive), breach of express or alleged breach by Supplier or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or other cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”)action.

Indemnification by Supplier. Supplier covenants and agrees to will indemnify, defend and hold harmless EargoCustomer, its Affiliate(s), Approved Buyer(s), Affiliates and their respective agents, contractors, officers, directors, employees employees, agents and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, losses, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expenses, arising out of or related to: (a) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party representatives (collectively, “Third Party IPRCustomer Indemnitees”) where such Third Party IPR relates ), from any and all Losses to Supplier’s Manufacturing Processthe extent arising from, in connection with, or manufacturingbased upon any of the following: (a) Any Claim based on allegations that, packagingif true, testing, would constitute a breach of Supplier's or other Services provided any of its Subsidiaries’ and Affiliates’ or Subcontractor's respective obligations under this Agreement, excluding Product design Section 8 (Confidentiality) (it being understood that any breach of Section 7 (Data Security and materials or equipment consigned Protection) shall not be deemed in itself to Supplier by Eargo; be a breach of Section 8 (Confidentiality)); (b) personal injury Any Claim that the Services provided by Supplier to Customer as part of this Agreement constitutes a breach or property damage resultingviolation of any terms of any third-party resources used by Supplier to perform the Services, directly or indirectly from the Units or Services (including any Hazard), Claim arising out of the performance failure to obtain any Required Consents that it is the responsibility of Supplier’s obligations hereunderSupplier to obtain; (c) Any Claim for death or bodily injury, or the fault damage, loss or destruction of real or tangible personal property (including employees of Customer and Supplier and their respective subcontractors) alleged to have been caused by willful misconduct or negligence on the part of the Supplier or the Supplier Parties; (c) negligentits Subsidiaries, willful Affiliates' or reckless acts Subcontractors or omissions, dishonesty their respective employees or fraud of or by Supplier or any Supplier Parties; independent contractors; (d) a breach Any Claim that the Supplier Independent IP or alleged breach Developed Materials (excluding any incorporated Customer Independent IP that was created after the Effective Date) provided Services Agreement General Terms and ConditionsPage 28 by Supplier to Customer as part of this Agreement constitutes an infringement or any Supplier Parties misappropriation of any provision or clause (e.g.third party’s Intellectual Property Rights, Supplier or Supplier Parties act in contravention of any clause or perform acts contrary except to the terms specified in this Agreement) extent caused by the modification, misuse or improper combination with other products by Customer, not authorized by Supplier, of this Agreementsuch Supplier Independent IP; and (e) Any Claim arising from Supplier’s willful misconduct or negligence with respect to the provision of Services, breach of this Agreement or failure to comply with Applicable Law. provided, however, that in no event will Customer be obligated to indemnify any claim Supplier Indemnitees for Claims for which Supplier was obligated to indemnify Customer under the Separation Agreement or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”)Merger Agreement.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Article 8. To the fullest extent permitted by law, Supplier covenants and agrees to shall, at its expense, indemnify, defend and hold harmless EargoVGCA and its Affiliates, its Affiliate(s)agents, Approved Buyer(s), and invitees and their respective agentsPersonnel, contractors, officers, directors, employees successors and Representatives assigns (including any combination of the Eargo, its Affiliate(seach a “VGCA Indemnitee”), Approved Buyer(s) or their respective agentsin full against all loss, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, lossesliability, damages, settlementsfines, governmental fines and penalties, and all other liabilitiesdeficiencies, including attorneys’ and other professional fees and court costsfees, and all costs and expenses, legal costs (on a full indemnity basis), settlements, professional fees, expert fees, and judgments arising out of or related to: (a) the Unitsfrom and relating to any claims, actions, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party lawsuits (collectively, “Third Party IPRLosses”) where such claimed by any Third Party IPR relates Person in any claim, demand, suit or proceeding in connection with any of the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or warranties to Supplier’s Manufacturing Process, VGCA under these Terms or manufacturing, packaging, testingthe Order; 8.1.2 The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.3 The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.4 Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services provided under this Agreementwhich are asserted by or through Supplier, excluding Product design and materials any Subcontractor, or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, anyone directly or indirectly from the Units engaged by any of them or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless for anyone for whose acts or omissions, dishonesty or fraud of or they may be responsible; 8.1.5 Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to any Supplier Parties; benefits normally associated with employment at VGCA, including insurance, pension, health, lease cars, compensation, tax withholdings, and social security, and any claims relating to Supplier's failure to comply with any applicable federal or provincial/territorial statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (d) a actual or constructive), breach of express or alleged breach by Supplier or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment insurance, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or other cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”)action.

Indemnification by Supplier. Supplier covenants and agrees to indemnify, defend and hold harmless Eargoshall indemnify Distributor, its Affiliate(s)parent, Approved Buyer(s)subsidiaries and affiliates, and its and their respective agents, contractors, officers, directors, employees agents and Representatives (including any combination of the Eargoemployees, its Affiliate(s), Approved Buyer(s) or and their respective agents, contractors, officers, directors, employees successors and Representatives) assigns (collectively, the “Indemnified PartiesDistributor Indemnitees”) ), from and against any and all third party claims, allegationsdemands or actions (each, lossesa “Claim”), and indemnify and hold harmless any Distributor Indemnitee from and against all resulting liabilities, fees, suits, causes of action, damages, settlements, governmental fines and penalties, recoveries and all other liabilitiesdeficiencies, including costs and expenses (including, without limitation, attorneys’ and other professional fees and court costsfees) (collectively, and all costs and expenses“Damages”) which arise out of or relate to (i) any breach of any representation or warranty under Section 9(a), (ii) any Claims for product liability arising out of a defect in the manufacture or related to: supply of the Products by Supplier, (aiii) the Unitsany breach of confidentiality under Section 10, or (iv) any portion thereofClaim that a Product, on their own when used or in combination with distributed as provided for by this Agreement infringes any other goods and services, infringe any rights or IPR patent of a third party issued in the Territory; provided that, in connection with any Claims described in (collectively, “Third Party IPR”ii) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (biv) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard)hereof, the performance of alleged defect or infringement: (A) existed at the time the Product was shipped by Supplier’s obligations hereunder, ; and (B) is not attributable to any unauthorized use or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or modification regarding such Product by Supplier Distributor or any Supplier Partiesthird party; and provided further that, such indemnity shall not apply to the extent that it is shown that the Damages were the result of: (dC) a breach by Distributor of a representation, warranty, or alleged covenant of this Agreement including, without limitation, any use of the Products in breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; or (eD) any claim the negligence or cause willful misconduct of action anywhere in the world asserted against Eargo Distributor or any of the Indemnified Parties alleging Distributor Indemnitee or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”)subdistributor.

Indemnification by Supplier. Supplier covenants and agrees to shall indemnify, defend and hold harmless EargoMedicis, its Affiliate(s), Approved Buyer(s), Representatives and their respective agents, contractorsdirectors, officers, directors, employees successors and Representatives permitted assigns (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Medicis Indemnified Parties”) harmless from and against any and all claimsClaims, allegationsin each case to the extent such Claims are based on, lossesarise out of, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expenses, arising out of or related toare caused by: (a) the Units, a breach or inaccuracy of any representation or warranty made by Supplier in this Agreement or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by EargoExhibit; (b) personal injury a failure by Supplier or property damage resultingits employees, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunderagents, or subcontractors to perform the fault Services in accordance with this Agreement or negligence of Supplier or the Supplier Partiesany Product Exhibit; (c) any negligent, willful or reckless acts action, misconduct, error, inaction or omissions, dishonesty or fraud omission of or by Supplier or any Supplier Partiesits employees, agents or subcontractors; or (d) any allegations of infringement or misappropriation of any patent or trade secret rights of a breach Third Party arising out of Supplier’s or alleged breach by Supplier Supplier’s Representatives performance of the Services under this Agreement not related to Medicis’s design or Specifications for the Products except with respect to any of the foregoing under subsections (a), (b), (c) or (d), to the extent such Claims are based on, arise out of, or are caused by, the negligence, gross negligence or willful misconduct of Medicis or its Representatives or suppliers or any Supplier Parties breach of any provision representation or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified warranty made by Medicis in this Agreement) , or Medicis’ failure to perform any covenant, agreement, undertaking or responsibility of Medicis contained in this Agreement; (e) Agreement or a Product Exhibit. Notwithstanding the foregoing, Supplier shall not be liable for any claim or cause of action anywhere in Claims to the world asserted against Eargo or extent caused by any of the Medicis Indemnified Parties alleging or as determined in connection with alleged defects in the assembly or manufacturing a final, non-appealable order of the Product(s); or (f) violations a court of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”)competent jurisdiction.

Indemnification by Supplier. Supplier covenants and agrees to shall indemnify, defend and hold harmless Eargo, Customer and its Affiliate(s), Approved Buyer(s), Affiliates and each of their respective agents, contractorsdirectors, officers, directors, employees and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) agents from and against any and all claims, allegations, losses, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expenses, third party Damages arising out of or related relating to: (ai) the Unitsany damage to property, injury to person, or any portion thereofdeath resulting from a defect in materials, on their own or in combination with any other goods manufacture and services, infringe any rights or IPR workmanship of a third party (collectivelyProduct, “Third Party IPR”) where such Third Party IPR relates from a Product’s failure to Supplier’s Manufacturing Processconform to the Product Specifications, including any intended use expressly stated in any Product Specifications, or manufacturingfrom a Product’s failure to be fit for use as a consumer label product in the OCP Field, packaging, testing, or other Services provided in each case with respect to Products supplied under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (eii) any claim intentional misconduct, fraud or cause of action anywhere gross negligence committed by Supplier or its employees or agents in the world asserted against Eargo course of performing its obligations under this Agreement; (iii) any violation of applicable laws or regulations by Supplier after the Effective Date; (iv) any breach by Supplier of Section 2.2: (v) any refusal to supply (other than any refusal to supply for or as a result of a Force Majeure Event, pursuant to Section 3.4(b) with respect to the amount of any Purchase Orders that is in excess of the Indemnified Parties alleging applicable Capacity Commitment or in connection Forecast or Supplier’s inability to supply due to applicable law after Supplier shall have made commercially reasonable attempts to comply with alleged defects in the assembly or manufacturing of the Product(ssuch law); or (fvi) violations any breach of law its representations, warranties or covenants provided in this Agreement. Supplier shall also indemnify, defend and hold harmless Customer and its Affiliates and each of their respective directors, officers, employees and agents from and against any and all third party Damages arising out of or relating to the manufacture fact that the manufacture, use, sale, offer to sell or importation of Products supplied under this Agreement infringes on any patent, copyright or other intellectual property right of a third party; provided, however, this indemnity shall not apply to the extent such infringement is caused by any changes or modifications made to the Product by Customer after it has been supplied by Supplier or the combination by Customer of the Products; Product after it has been supplied by Supplier with other components where the Product alone would not be infringing. In the event that a Product by virtue of its manufacture, use or sale is determined to be infringing, Supplier’s sole responsibility to Customer, in addition to any indemnification obligation and obligations under Section 6.1, and at Supplier’s option, shall be to (each 1) obtain for Customer the right to use the infringing Product, (2) replace the infringing Product with a “Claim” and collectivelynon-infringing alternative, “Claims”)or (3) modify the infringing Product so that it becomes non-infringing. For the avoidance of doubt, nothing in this Section 7.1 is intended to limit any claims that may be made by Customer against Supplier other than with respect to third party claims, actions or proceedings.

Indemnification by Supplier. Supplier covenants and agrees to indemnifydefend, defend and hold harmless Eargo, and indemnify Company and its Affiliate(s), Approved Buyer(s), and their respective agents, contractorsdirectors, officers, directors, employees and Representatives agents (including any combination of the Eargo, its Affiliate(s“Company Parties”), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all third party claims, allegationsdamages, losses, damagessuits, settlementsactions, governmental fines and penaltiesdemands, and all other liabilitiesproceedings, including attorneys’ and other professional fees and court expenses, costs, and all liabilities of any kind (including investigation costs and expenses, arising out of or related to: government fines, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (a) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”), arising out of Supplier’s performance of Services under this Agreement and/or a breach of this Agreement by Supplier, its employees, its agents, or subcontractors, including, but not limited to (a) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreement.

Indemnification by Supplier. (a) Supplier covenants and agrees to indemnify, defend shall indemnify and hold harmless Eargo, Purchaser and its Affiliate(s), Approved Buyer(s), Affiliates and their respective agents, contractorsdirectors, officers, directors, employees and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) agents from and against any and all claims, allegations, losses, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expensesDamages, arising out of or related to: (a) the Unitsresulting from any claim, demand, action, suit or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of proceeding brought by a third party Third Party (collectively, a “Third Party IPRClaim”) where such Third Party IPR relates to Supplier’s Manufacturing Processbased upon or arising from: (i) any bodily injury, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury death or property damage resulting, directly resulting from any actual or indirectly alleged defect in the Manufacture of the Product or from the Units or Services (including any Hazard), failure of the performance of Supplier’s obligations hereunder, or Product to conform to the fault or negligence of Supplier or the Supplier PartiesRequirements; (cii) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision of its representations, warranties or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of obligations under this Agreement; (eiii) any claim violation by Supplier of Applicable Laws; or cause (iv) any gross negligence or willful act or omission of action anywhere in the world asserted against Eargo Supplier or its Affiliates or subcontractors or any of their respective employees or agents relating to the Indemnified Parties alleging or activities in connection with alleged defects this Agreement. (b) Purchaser shall give Supplier prompt written notice of any Claim with respect to which Supplier’s indemnification obligations apply, but any delay or failure of such notice shall not excuse Supplier’s indemnification obligations except to the extent that Supplier’s legal position is actually and materially prejudiced thereby. Supplier shall have the right to assume and control the defense and settlement of any Claim; provided, however, that following conditions must be satisfied: (i) Supplier must provide to Purchaser written acknowledgement to Purchaser of Supplier’s obligation to indemnify Purchaser hereunder against Damages that may result from the Claim, and (ii) the Claim does not include damages other than monetary damages for which indemnity hereunder is available, (iii) the Claim does not relate to or arise in connection with any criminal proceeding, action, indictment, criminal allegation or investigation, and (iv) if requested by Purchaser, Supplier has reasonably demonstrated Supplier’s financial ability to pay for the defense of such Claim and to satisfy the full amount of any Damages that may result from such Claim. Purchaser shall have the right to participate in the assembly or manufacturing defense of the Product(s); or (f) violations of law Claim at its own expense, but in any event shall cooperate with Supplier in the manufacture investigation and defense of the Products; Claim. (each c) If Supplier is entitled to, and does, assume and control the defense and settlement of any Claim with respect to which its indemnification obligations apply, then Supplier shall not settle such Claim without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) the sole relief provided in such settlement is monetary in nature and shall be paid in full by Supplier and (ii) such settlement does not include any finding or admission of a “Claim” and collectively, “Claims”)violation by Purchaser of any Applicable Laws or Third Party’s rights.

Indemnification by Supplier. Supplier covenants and agrees to will at its expense indemnify, defend and hold harmless Eargo, Health Net and its Affiliate(s), Approved Buyer(s)Affiliates, and their respective agents, contractors, officers, directors, employees and Representatives (including any combination of the Eargocustomers, its Affiliate(s)employees, Approved Buyer(s) or their respective agents, contractorsrepresentatives, officers, directors, employees successors and Representatives) assigns (collectively, the “Indemnified PartiesHealth Net Indemnitees”) from and against any and all claimsLosses suffered or incurred by any of them arising from, allegationsin connection with, lossesor based on any of the following, damageswhenever made: (a) Any Claim by, settlementson behalf of or relating to any of the Affected Employees relating to Supplier’s employee selection, governmental fines and penaltiescommunications, recruitment, or hiring process, except to the extent caused by misrepresentations or wrongful actions by Health Net; (b) Any Claim relating to Supplier’s alleged failure to observe or perform any duties or obligations to be observed or performed by Supplier on or after the Effective Date under any of the Health Net contracts referenced or identified in Section 11 (Transfer or Use of Resources) that are assigned to Supplier or for which Supplier has assumed financial, administrative and/or operational responsibility; (c) Any Claim by a Subcontractor or by other Supplier Personnel, including claims by such personnel that Health Net is liable to such personnel for employee benefits or as the employer or joint employer of such personnel, except to the extent, if any, that Health Net is required to indemnify Supplier in respect of the Claim. In the case of a Claim by employees of Supplier, Supplier’s indemnification of Health Net Indemnitees will be to the same extent as if the Claim were made by a person who is not an employee of Supplier; (d) Any Claim relating to an alleged breach of Supplier’s obligations under Section 21 (Confidentiality); (e) Any Claim relating to an alleged breach of Section 19.8 (Non-Infringement); (f) Any Claim relating to an alleged breach of Supplier’s obligations under Section 27.5 (Legal Compliance); (g) Any Claim for death or bodily injury, or the damage, loss or destruction of real or tangible personal property of any third party (including employees of Health Net or Supplier or their respective subcontractors) brought against a Health Net Indemnitee alleged to have been caused by the tortious acts or omissions of Supplier, Supplier Personnel or anyone else for whose acts Supplier is responsible. However, Supplier will have a right of contribution from Health Net with respect to the Claim to the extent Health Net’s comparative negligence is responsible for causing the alleged injury or damage, loss or destruction; (h) Any Claim with respect to Supplier’s use of any third party software made available by Health Net to Supplier or Supplier’s Subcontractors to the extent the loss results from a breach by Supplier or Supplier Subcontractors’ of the applicable third party license agreement to the extent Supplier is made aware of the requirements. (i) Any amounts including taxes, interest, and all other liabilitiespenalties assessed against Health Net which arise as a result of Supplier’s failure to comply with and perform its obligations under Section 9.3; (j) any breach of any of Supplier’s representations or warranties set forth in Section 19.9 (Viruses)(second sentence only), including attorneys’ and other professional fees and court costsSection 19.10 (Disabling Code), and all costs Section 20 (Mutual Representations and expenses, Warranties). (k) any Claim arising out of or related to: (a) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided occurrences Supplier is required to insure against under this Agreement, excluding Product design and materials or equipment consigned Agreement but only to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly the extent resulting from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or a failure by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to procure the terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”)required insurance.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Section 21. To the fullest extent permitted by law, Supplier covenants and agrees to will, at its expense, indemnify, defend and hold harmless EargoVWLLC and its Affiliates, its Affiliate(s), Approved Buyer(s), agents and invitees and their respective agentsPersonnel, contractors, officers, directors, employees successors and Representatives assigns (including any combination of the Eargo, its Affiliate(seach a “VWLLC Indemnitee”), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegationsdamages, losses, damagesclaims, settlementsdemands, governmental fines liabilities and penalties, and all other liabilities, expenses (including reasonable attorneys’ and other professional fees fees, settlements and court costs, and all costs and expenses, arising out of or related to: (ajudgments) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPRLosses”) where such claimed by any Third Party IPR relates Person in any claim, demand, suit or proceeding in connection with any of the following: (a) The breach or misrepresentation by Supplier of its obligations or warranties to Supplier’s Manufacturing Process, VWLLC under this Agreement or manufacturing, packaging, testingan Order; (b) The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, gross negligence, intentional or willful misconduct, errors or omissions of Supplier or its Supplier Personnel, agents or Subcontractors; (c) The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, gross negligence or willful misconduct of Supplier or Supplier Personnel; and (d) Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services provided under this Agreementwhich are asserted by Supplier, excluding Product design any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; VWLLC may withhold payment to satisfy such liens, encumbrances or payment and materials other claims and, upon the written request of VWLLC, Supplier shall bond off or equipment consigned otherwise satisfy any such liens, encumbrances and payment and other claims; and (e) Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to Supplier any benefits normally associated with employment at VWLLC, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any claims relating to Supplier's failure to comply with, including without limitation any claims made by Eargo; or relating to: (a) Supplier's Personnel, Affiliates or Subcontractors; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; Wage and Hour Act; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; the Fair Labor Standards Act; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; Retaliatory Employment Discrimination Act; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or Employment Retirement Income Security Act; (f) violations of law the Consolidated Omnibus Budget Reconciliation Act; (g) the Age Discrimination in the manufacture Employment Act; (h) Title VII of the Products; Civil Rights Act of 1964; (each a “Claim” i) Section 1981 of the Civil Rights Act as amended; (j) the Americans With Disabilities Act; (k) the Family and collectivelyMedical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any other applicable federal, “Claims”state or local statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (actual or constructive), breach of express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action.