Common use of Indemnification by Supplier Clause in Contracts

Indemnification by Supplier. Supplier will, at its expense, indemnify, defend and hold harmless VWGoA and its Affiliates, and their respective Personnel, successors and assigns (each a "VWGoA Indemnitee"), from all Losses claimed by any Third 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 VWGoA under this Agreement or an 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) Claims by Supplier’s employees or subcontractors that they are entitled to any benefits normally associated with employment at VWGoA, including insurance, pension, lease cars, compensation, tax withholdings, etc. Supplier hereby indemnifies, defends, holds harmless and releases and discharges VWGoA for any claim(s) of Supplier’s Personnel that they may raise under 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, and/or any claims for discrimination, wrongful discharge (actual or constructive), breach of express or implied contract, unpaid wages and/or vacation and/or sick leave pay, intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action based on federal, state, local, common law, and/or otherwise. 11.1 Supplier will, at its expense, indemnify, defend and hold harmless the VWGoA Indemnitees from any Third Person claims made against VWGoA, any of its Affiliates and/or Personnel alleging that any Software, Hardware and/or Service infringes a Third Person’s copyright, patent or trade secret ("Intellectual Property Claim"). VWGoA shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for VWGoA the right to use the alleged infringing Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Service and refund the Fees (including transportation costs) paid by VWGoA to Supplier less a reasonable amount directly proportionate to VWGoA's actual usage of the infringing Software, Hardware and/or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, VWGoA may, at its sole option, elect to terminate, for its convenience and without liability upon five (5) days prior written notice to Supplier, this Agreement as to any alleged infringing Software, Hardware and/or Service. Regardless of Supplier's response to the Intellectual Property Claim or VWGoA's election to terminate this Agreement as to any alleged infringing Software, Hardware and/or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or VWGoA based upon the Intellectual Property Claim.

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 willshall, at its expense, indemnify, defend and hold harmless VWGoA XXXXX and its Affiliates, agents, and invitees and their respective Personnel, successors successors, and assigns (each a "VWGoA “XXXXX Indemnitee"”), in full against all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from all Losses any claims, actions, or lawsuits (collectively, “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following: (a) The 8.1.1 Any misrepresentation by Supplier or the breach or misrepresentation by Supplier of its obligations or warranties to VWGoA XXXXX under this Agreement these Terms or an the Order; (b) 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, gross negligence, intentional misconduct or willful misconduct, errors any other acts or omissions of Supplier or its Supplier Personnel, agents Personnel or Subcontractors; (c) 8.1.3 The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, gross negligence negligence, misconduct or willful misconduct 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 which are asserted by Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; XXXXX may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of XXXXX, Supplier Personnelshall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and (d) 8.1.5 Claims by Supplier’s employees Supplier or subcontractors that they are entitled its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at VWGoAXXXXX, including insurance, pension, health, lease cars, compensation, tax withholdings, etc. Supplier hereby indemnifiesMedicare, defendsand social security, holds harmless and releases and discharges VWGoA for any claim(sclaims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: (a) of Supplier’s Personnel that they may raise under 's Personnel, Affiliates or Subcontractors; (b) the Wage and Hour Act, ; (c) the Fair Labor Standards Act, ; (d) the Retaliatory Employment Discrimination Act, ; (e) the Employment Retirement Income Security Act, ; (f) the Consolidated Omnibus Budget Reconciliation Act, ; (g) the Age Discrimination in Employment Act, ; (h) Title VII of the Civil Rights Act of 1964, ; (i) Section 1981 of the Civil Rights Act as amended, ; (j) the Americans With Disabilities Act, ; (k) the Family and Medical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any other applicable federal, and/or any claims for 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 and/or wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action based on federal, state, local, common law, and/or otherwiseaction. 11.1 Supplier will, at its expense, indemnify, defend and hold harmless the VWGoA Indemnitees from any Third Person claims made against VWGoA, any of its Affiliates and/or Personnel alleging that any Software, Hardware and/or Service infringes a Third Person’s copyright, patent or trade secret ("Intellectual Property Claim"). VWGoA shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for VWGoA the right to use the alleged infringing Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Service and refund the Fees (including transportation costs) paid by VWGoA to Supplier less a reasonable amount directly proportionate to VWGoA's actual usage of the infringing Software, Hardware and/or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, VWGoA may, at its sole option, elect to terminate, for its convenience and without liability upon five (5) days prior written notice to Supplier, this Agreement as to any alleged infringing Software, Hardware and/or Service. Regardless of Supplier's response to the Intellectual Property Claim or VWGoA's election to terminate this Agreement as to any alleged infringing Software, Hardware and/or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or VWGoA based upon the Intellectual Property Claim.

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 will, at its expense, indemnify, defend and hold harmless VWGoA VWGOA and its Affiliates, agents and invitees and their respective Personnel, successors and assigns (each a "VWGoA “VWGOA Indemnitee"”), from and against all Losses damages, losses, claims, demands, liabilities and expenses (including reasonable attorneys’ and other professional fees, settlements and judgments) (collectively, “Losses”) claimed by any Third 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 VWGoA VWGOA under this Agreement or an 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 which are asserted by Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; VWGOA may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of VWGOA, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and (e) Claims by Supplier’s employees Supplier or subcontractors that they are entitled its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at VWGoAVWGOA, including insurance, pension, health, lease cars, compensation, tax withholdings, etc. Supplier hereby indemnifiesMedicare, defendsand social security, holds harmless and releases and discharges VWGoA for any claim(sclaims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: (a) of Supplier’s Personnel that they may raise under 's Personnel, Affiliates or Subcontractors; (b) the Wage and Hour Act, ; (c) the Fair Labor Standards Act, ; (d) the Retaliatory Employment Discrimination Act, ; (e) the Employment Retirement Income Security Act, ; (f) the Consolidated Omnibus Budget Reconciliation Act, ; (g) the Age Discrimination in Employment Act, ; (h) Title VII of the Civil Rights Act of 1964, ; (i) Section 1981 of the Civil Rights Act as amended, ; (j) the Americans With Disabilities Act, ; (k) the Family and Medical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any other applicable federal, and/or any claims for 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 and/or wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action based on federal, state, local, common law, and/or otherwiseaction. 11.1 Supplier will, at its expense, indemnify, defend and hold harmless the VWGoA Indemnitees from any Third Person claims made against VWGoA, any of its Affiliates and/or Personnel alleging that any Software, Hardware and/or Service infringes a Third Person’s copyright, patent or trade secret ("Intellectual Property Claim"). VWGoA shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for VWGoA the right to use the alleged infringing Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Service and refund the Fees (including transportation costs) paid by VWGoA to Supplier less a reasonable amount directly proportionate to VWGoA's actual usage of the infringing Software, Hardware and/or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, VWGoA may, at its sole option, elect to terminate, for its convenience and without liability upon five (5) days prior written notice to Supplier, this Agreement as to any alleged infringing Software, Hardware and/or Service. Regardless of Supplier's response to the Intellectual Property Claim or VWGoA's election to terminate this Agreement as to any alleged infringing Software, Hardware and/or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or VWGoA based upon the Intellectual Property Claim.

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 willshall, at its expense, indemnify, defend and hold harmless VWGoA Scout and its Affiliates, agents, and invitees and their respective Personnel, successors and assigns (each a "VWGoA “Scout Indemnitee"”), in full against all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from all Losses any claims, actions, or lawsuits (collectively, “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following: (a) The 8.1.1 Any misrepresentation by Supplier or the breach or misrepresentation by Supplier of its obligations or warranties to VWGoA Scout under this Agreement these Terms or an the Order; (b) 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, gross negligence, intentional misconduct or willful misconduct, errors any other acts or omissions of Supplier or its Supplier Personnel, agents Personnel or Subcontractors; (c) 8.1.3 The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, gross negligence negligence, misconduct or willful misconduct 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 which are asserted by Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; Scout may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of Scout, Supplier Personnelshall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and (d) 8.1.5 Claims by Supplier’s employees Supplier or subcontractors that they are entitled its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at VWGoAScout, including insurance, pension, health, lease cars, compensation, tax withholdings, etc. Supplier hereby indemnifiesMedicare, defendsand social security, holds harmless and releases and discharges VWGoA for any claim(sclaims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: (a) of Supplier’s Personnel that they may raise under 's Personnel, Affiliates or Subcontractors; (b) the Wage and Hour Act, ; (c) the Fair Labor Standards Act, ; (d) the Retaliatory Employment Discrimination Act, ; (e) the Employment Retirement Income Security Act, ; (f) the Consolidated Omnibus Budget Reconciliation Act, ; (g) the Age Discrimination in Employment Act, ; (h) Title VII of the Civil Rights Act of 1964, ; (i) Section 1981 of the Civil Rights Act as amended, ; (j) the Americans With Disabilities Act, ; (k) the Family and Medical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any other applicable federal, and/or any claims for 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 and/or wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action based on federal, state, local, common law, and/or otherwiseaction. 11.1 Supplier will, at its expense, indemnify, defend and hold harmless the VWGoA Indemnitees from any Third Person claims made against VWGoA, any of its Affiliates and/or Personnel alleging that any Software, Hardware and/or Service infringes a Third Person’s copyright, patent or trade secret ("Intellectual Property Claim"). VWGoA shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for VWGoA the right to use the alleged infringing Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Service and refund the Fees (including transportation costs) paid by VWGoA to Supplier less a reasonable amount directly proportionate to VWGoA's actual usage of the infringing Software, Hardware and/or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, VWGoA may, at its sole option, elect to terminate, for its convenience and without liability upon five (5) days prior written notice to Supplier, this Agreement as to any alleged infringing Software, Hardware and/or Service. Regardless of Supplier's response to the Intellectual Property Claim or VWGoA's election to terminate this Agreement as to any alleged infringing Software, Hardware and/or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or VWGoA based upon the Intellectual Property Claim.