Common use of Indemnification Infringement Clause in Contracts

Indemnification Infringement. The Agency agrees to indemnify and save harmless AT&T, its subsidiaries, affiliates and its customers and their officers, directors, employees successors and assigns (collectively referred to as "AT&T") from and against the following claims, losses, suits, demands, or liens: A. Any tortious act, omission, or statement of the Agency or any person employed by or under contract with the Agency that results in injury (including death), loss or damage to any person or property, including libel, slander, and defamation; B. Injuries or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the performance of the work or services performed by Agency or persons furnished by Agency, except to the extent such injury or damages are caused by AT&T's sole negligence or willful misconduct; C. Any failure on the part of the Agency to satisfy all claims for labor, equipment, materials and other obligations relating to the performance of the work hereunder; X. Xxxxxx, unfair competition, plagiarism, idea misappropriation under implied contract; E. Assertions under Worker's Compensation or similar acts made by persons furnished by Agency or by any subcontractor, or by reason of any injuries to such persons for which AT&T would be responsible under Worker's Compensation or similar acts if the persons were employed by AT&T; F. Any failure by the Agency to perform Agency's obligations under this clause or, Article 16 (Insurance); and G. Any act of infringement of any patent, trademark, or copyright; any title, slogan, or other trademark; or any unauthorized use of trade secret or other proprietary interest, except where such infringement or unauthorized use arises solely from Agency's adherence to AT&T's written instructions which are so specific as to directly cause said infringement or unauthorized use, in which case AT&T shall so indemnify Agency; provided however, if such instructions specify (1) commercial material which is available on the open market or is the same as such material or (2) material of Agency's origin, design or selection, and the adherence to such instructions results in the infringement or unauthorized use, then Agency shall indemnify AT&T for any such infringement or unauthorized use. However, the indemnification in (A) shall not apply to claims for loss or damage to property arising solely from Agency's reasonable reliance upon the accuracy, completeness and propriety of information furnished by AT&T concerning its and its competitors organization, products, industry and services in developing or producing work or work products under this Agreement. Each party shall defend or settle, at its own expense, any action or suit against the other for which it is responsible hereunder and shall reimburse the other for reasonable attorneys' fees, interest, costs of suit and all other expenses incurred by the other in connection therewith. Each party shall notify the other promptly of any claim for which the other is responsible hereunder and shall cooperate with the other in every reasonable way to facilitate the defense of any such claim.

Indemnification Infringement. The Agency agrees to indemnify and save harmless AT&TAWS, its subsidiaries, affiliates and its customers and their officers, directors, employees successors and assigns (collectively referred to as "AT&TAWS") from and against the following claims, losses, suits, demands, or liens: A. Any tortious act, omission, or statement of the Agency or any person employed by or under contract with the Agency that results in injury (including death), loss or damage to any person or property, including libel, slander, and defamation; B. Injuries or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the performance of the work or services performed by Agency or persons furnished by Agency, except to the extent such injury or damages are caused by AT&TAWS's sole negligence or willful misconduct; C. Any failure on the part of the Agency to satisfy all claims for labor, equipment, materials and other obligations relating to the performance of the work hereunder; X. Xxxxxx, unfair competition, plagiarism, idea misappropriation under implied contract; E. Assertions under Worker's Compensation or similar acts made by persons furnished by Agency or by any subcontractor, or by reason of any injuries to such persons for which AT&T AWS would be responsible under Worker's Compensation or similar acts if the persons were employed by AT&TAWS; F. Any failure by the Agency to perform Agency's obligations under this clause or, Article 16 (Insurance); and G. Any act of infringement of any patent, trademark, or copyright; any title, slogan, or other trademark; or any unauthorized use of trade secret or other proprietary interest, except where such infringement or unauthorized use arises solely from Agency's adherence to AT&TAWS's written instructions which are so specific as to directly cause said infringement or unauthorized use, in which case AT&T AWS shall so indemnify Agency; provided however, if such instructions specify (1) commercial material which is available on the open market or is the same as such material or (2) material of Agency's origin, design or selection, and the adherence to such instructions results in the infringement or unauthorized use, then Agency shall indemnify AT&T AWS for any such infringement or unauthorized use. However, the indemnification in (A) shall not apply to claims for loss or damage to property arising solely from Agency's reasonable reliance upon the accuracy, completeness and propriety of information furnished by AT&T AWS concerning its and its competitors organization, products, industry and services in developing or producing work or work products under this Agreement. Each party shall defend or settle, at its own expense, any action or suit against the other for which it is responsible hereunder and shall reimburse the other for reasonable attorneys' fees, interest, costs of suit and all other expenses incurred by the other in connection therewith. Each party shall notify the other promptly of any claim for which the other is responsible hereunder and shall cooperate with the other in every reasonable way to facilitate the defense of any such claim.

Indemnification Infringement. The Agency Contractor agrees to indemnify and save harmless AT&TCompany, its subsidiaries, affiliates and other affiliates, its customers and their direct and indirect customers, and the officers, directors, employees employees, successors and assigns of any of them (collectively all hereinafter referred to in this clause as "AT&TCompany") from and against the following claims, losses, damages, expenses, liabilities, suits, demands, or liensliens that arise out of or result from: A. Any tortious act, omission, or statement of the Agency or any person employed by or under contract with the Agency that results in injury (including death), loss or damage to any person or property, including libel, slander, and defamation; B. Injuries i) Injures or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the performance of the work or services Services performed by Agency Contractor or persons furnished by Agency, except to the extent such injury or damages are caused by AT&T's sole negligence or willful misconductContractor; C. Any failure on the part of the Agency to satisfy all claims for labor, equipment, materials and other obligations relating to the performance of the work hereunder; X. Xxxxxx, unfair competition, plagiarism, idea misappropriation under implied contract; E. (ii) Assertions under Worker's Workers' Compensation or similar acts made by persons furnished by Agency Contractor or by any subcontractor, or by reason of any injuries to such persons for which AT&T Company would be responsible under Worker's Workers' Compensation or similar acts if the persons were employed by AT&TCompany; F. (iii) Any failure on the part of Contractor to satisfy all claims for labor, equipment, data, and materials purchased or contracted by Contractor in connection with its performance of the Services hereunder; (iv) Any failure by the Agency Contractor to perform AgencyContractor's obligations under this clause or, Article 16 (Insurance)or the Insurance clause; and G. (v) Any alleged act of infringement of any patent, trademark, or copyright; any title, slogan, copyright or other trademark; right or any unauthorized use misappropriation (including misuse) of any trade secret or other proprietary interest, except where such infringement or unauthorized use misappropriation arises solely from AgencyContractor's adherence to AT&TCompany's written instructions which are so specific as to directly cause said such infringement or unauthorized usemisappropriation, in which case AT&T Company shall so indemnify Agency; provided Contractor, provided, however, if such instructions specify (1a) commercial material which is products or services available on the open market or is the same as such material products or services or (2b) material products or services of Agency's origin, Contractor or of its designated origin or design or selection, and the adherence to such instructions results in the such infringement or unauthorized usemisappropriation, then Agency Contractor shall indemnify AT&T Company for any such infringement or unauthorized use. However, the indemnification in (A) shall not apply to claims for loss or damage to property arising solely from Agency's reasonable reliance upon the accuracy, completeness and propriety of information furnished by AT&T concerning its and its competitors organization, products, industry and services in developing or producing work or work products under this Agreementmisappropriation. Each party shall defend or settle, at its own expense, any action or suit against the other for which it is responsible as an indemnitor hereunder and shall reimburse the other for reasonable attorneys' fees, interest, costs of suit and all other expenses incurred by the other in connection therewith. Each party shall notify the other promptly of any claim for which the other is responsible hereunder hereunder, and shall cooperate with the other in every reasonable way to facilitate the defense of any such claim.

Indemnification Infringement. The Agency agrees to indemnify and save harmless AT&T, its subsidiaries, affiliates and its customers and their officers, directors, employees successors and assigns (collectively referred to as "AT&T") from and against the following claims, losses, suits, demands, or liens: A. Any tortious act, omission, or statement of the Agency or any person employed by or under contract with the Agency that results in injury (including death), loss or damage to any person or property, including libel, slander, and defamation; B. Injuries or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the performance of the work or services performed by Agency or persons furnished by Agency, except to the extent such injury or damages are caused by AT&T's sole negligence or willful misconduct; C. Any failure on the part of the Agency to satisfy all claims for labor, equipment, materials and other obligations relating to the performance of the work hereunder; X. XxxxxxD. Piracy, unfair competition, plagiarism, idea misappropriation under implied contract; E. Assertions under Worker's Compensation or similar acts made by persons furnished by Agency or by any subcontractor, or by reason of any injuries to such persons for which AT&T would be responsible under Worker's Compensation or similar acts if the persons were employed by AT&T; F. Any failure by the Agency to perform Agency's obligations under this clause or, Article 16 (Insurance); and G. Any act of infringement of any patent, trademark, or copyright; any title, slogan, or other trademark; or any unauthorized use of trade secret or other proprietary interest, except where such infringement or unauthorized use arises solely from Agency's adherence to AT&T's written instructions which are so specific as to directly cause said infringement or unauthorized use, in which case AT&T shall so indemnify Agency; provided however, if such instructions specify (1) commercial material which is available on the open market or is the same as such material or (2) material of Agency's origin, design or selection, and the adherence to such instructions results in the infringement or unauthorized use, then Agency shall indemnify AT&T for any such infringement or unauthorized use. However, the indemnification in (A) shall not apply to claims for loss or damage to property arising solely from Agency's reasonable reliance upon the accuracy, completeness and propriety of information furnished by AT&T concerning its and its competitors organization, products, industry and services in developing or producing work or work products under this Agreement, unless such claims arise out of or are related to Agency's failure to obtain clearance rights or permissions as required under this Agreement. Each party shall defend or settle, at its own expense, any action or suit against the other for which it is responsible hereunder and shall reimburse the other for reasonable attorneys' fees, interest, costs of suit and all other expenses incurred by the other in connection therewith. Each party shall notify the other promptly of any claim for which the other is responsible hereunder and shall cooperate with the other in every reasonable way to facilitate the defense of any such claim.

Indemnification Infringement. The Agency agrees (a) Subject to Section 15(c), Seller shall indemnify and save harmless AT&Thold Purchaser, its subsidiariesdirectors, affiliates and its customers and their officers, directors, employees successors and assigns (collectively referred to as "AT&T") agents harmless from and against the following claimsall liabilities, lossesdamages, suits, demands, losses or liens: A. Any tortious act, omission, or statement of the Agency or any person employed by or under contract with the Agency that results in injury expenses (including death), loss reasonable attorneys' fees and expenses) ("Damages") incurred or damage suffered by Purchaser with respect to any person or property, including libel, slander, and defamation; B. Injuries or death to persons or damage to property, including theft, in any way arising out of (i) any injury, claim or occasioned by, caused damage resulting from or alleged to have been caused by or on account the manufacture of Product, operation of the performance Manufacturing Facility or any Product Defect with respect to any Product, including injuries to persons and property arising from such Product Defect or (ii) any breach by Seller of the work its warranties, covenants or services performed by Agency or persons furnished by Agencyagreements hereunder, except to the extent such injury or damages Damages are caused by AT&T's sole the gross negligence or willful misconduct;misconduct of Purchaser or a breach by Purchaser of its warranties, covenants or agreements hereunder; and provided that Seller shall have no such indemnification obligation with respect to Damages incurred or suffered by Purchaser arising out of or as a result of any Force Majeure. C. Any failure on (b) Subject to Section 15(c), Purchaser shall indemnify and hold Seller, its directors, officers, employees and agents harmless from and against all Damages incurred or suffered by Seller with respect to or arising out of (i) any breach by Purchaser of its representations, warranties, covenants or agreements hereunder or (ii) infringement of any Intellectual Property Right arising from the part manufacture by Seller or sale by Seller to Purchaser of the Agency to satisfy all claims for laborany Product hereunder, equipment, materials and other obligations relating except to the performance extent such Damages are caused by the gross negligence or willful misconduct of the work Seller or a breach by Seller of its warranties, covenants or agreements hereunder; X. Xxxxxx, unfair competition, plagiarism, idea misappropriation under implied contract; E. Assertions under Worker's Compensation ; and provided that Purchaser shall have no such indemnification obligation with respect to Damages incurred or similar acts made suffered by persons furnished by Agency Seller arising out of or by any subcontractor, or by reason as a result of any injuries Force Majeure. (c) Notwithstanding any provision in this Agreement to such persons the contrary, the maximum aggregate liability of either party hereto to the other party hereto for which AT&T would be responsible under Worker's Compensation or similar acts if any Consequential Damages shall not exceed the persons were employed by AT&T;CD Limit. F. Any failure by (d) In the Agency event that a party hereto (the "Indemnifying Party") makes any payment pursuant to perform Agency's its indemnification obligations under this clause orAgreement, Article 16 it shall be subrogated to all rights of the party indemnified hereunder (Insurance); and G. Any act of infringement of the "Indemnified Party") to pursue any patent, trademark, or copyright; any title, slogan, claim to receive payment or other trademark; consideration from any other third party which may be liable with respect to any claim, suit, action or any unauthorized use of trade secret or proceeding for which indemnification was provided. The Indemnified Party shall execute and deliver such instruments and agreements and take such other proprietary interest, except where such infringement or unauthorized use arises solely from Agency's adherence action as may be required to AT&T's written instructions which are so specific as to directly cause said infringement or unauthorized use, in which case AT&T shall so indemnify Agency; provided however, if such instructions specify (1) commercial material which is available on subrogate the open market or is the same as such material or (2) material of Agency's origin, design or selection, and the adherence Indemnifying Party to such instructions results in the infringement Indemnified Party's rights to receive such payment or unauthorized use, then Agency shall indemnify AT&T for any such infringement or unauthorized use. However, the indemnification in (A) shall not apply to claims for loss or damage to property arising solely from Agency's reasonable reliance upon the accuracy, completeness and propriety of information furnished by AT&T concerning its and its competitors organization, products, industry and services in developing or producing work or work products under this Agreement. Each party shall defend or settle, at its own expense, any action or suit against the other for which it is responsible hereunder and shall reimburse the other for reasonable attorneys' fees, interest, costs of suit and all other expenses incurred by the other in connection therewith. Each party shall notify the other promptly of any claim for which the other is responsible hereunder and shall cooperate with the other in every reasonable way to facilitate the defense of any such claimconsideration.

Indemnification Infringement. The Agency agrees (a) Subject to Section 15(c), Seller shall indemnify and save harmless AT&Thold Purchaser, its subsidiariesdirectors, affiliates and its customers and their officers, directors, employees successors and assigns (collectively referred to as "AT&T") agents harmless from and against the following claimsall liabilities, lossesdamages, suits, demands, losses or liens: A. Any tortious act, omission, or statement of the Agency or any person employed by or under contract with the Agency that results in injury expenses (including death), loss reasonable attorneys' fees and expenses) ("Damages") incurred or damage to any person or property, including libel, slander, and defamation; B. Injuries or death to persons or damage to property, including theft, in any way suffered by Purchaser arising out of or occasioned byin connection with (i) any injury, caused claim or alleged to have been damage resulting from or caused by or on account the manufacture of Product, operation of the performance Manufacturing Facility or any Product Defect with respect to any Product, including injuries to persons and property arising from such Product Defect or (ii) any breach by Seller of the work its warranties, covenants or services performed by Agency or persons furnished by Agencyagreements hereunder, except to the extent such injury or damages Damages are caused by AT&T's sole the gross negligence or willful misconduct;misconduct of Purchaser or any breach by Purchaser of its warranties, covenants or agreements hereunder; and provided that Seller shall have no such indemnification obligation with respect to Damages incurred or suffered by Purchaser arising out of or as a result of any Force Majeure. C. Any failure on (b) Subject to Section 15(c), Purchaser shall indemnify and hold Seller, its directors, officers, employees and agents harmless from and against all Damages incurred or suffered by Seller arising out of or in connection with (i) any breach by Purchaser of its representations, warranties, covenants or agreements hereunder or (ii) infringement of any Intellectual Property Right arising from the part manufacture by Seller or sale by Seller to Purchaser of any Product hereunder, except to the extent such Damages are caused by the gross negligence or willful misconduct of Seller or any breach by Seller of its warranties, covenants or agreements hereunder; and provided that Purchaser shall have no such indemnification obligation with respect to Damages incurred or suffered by Seller arising out of or as a result of any Force Majeure. (c) Notwithstanding any provision in this Agreement to the contrary, (i) the maximum aggregate liability of either party hereto to the other party hereto for any Consequential Damages shall not exceed the CD Limit, (ii) the maximum aggregate liability of Seller arising from, relating to or in connection with any recall of Product shall be limited to the amount of the Agency insurance proceeds actually received by Seller under the policy referred to satisfy all claims for laborin Section 13(b) and (iii) the maximum aggregate liability of Seller arising from, equipment, materials and other obligations relating to or in connection with any injury, claim or damage resulting from or caused by any Product Defect with respect to any Product, including injuries to persons and property arising from such Product Defect, shall be limited to the performance amount of the work hereunder;insurance proceeds actually received by Seller under the policy referred to in Section 14(c). X. Xxxxxx, unfair competition, plagiarism, idea misappropriation under implied contract; E. Assertions under Worker's Compensation or similar acts made by persons furnished by Agency or by (d) In the event that a party hereto (the "Indemnifying Party") makes any subcontractor, or by reason of any injuries payment pursuant to such persons for which AT&T would be responsible under Worker's Compensation or similar acts if the persons were employed by AT&T; F. Any failure by the Agency to perform Agency's its indemnification obligations under this clause orAgreement, Article 16 it shall be subrogated to all rights of the party indemnified hereunder (Insurance); and G. Any act of infringement of the "Indemnified Party") to pursue any patent, trademark, or copyright; any title, slogan, claim to receive payment or other trademark; consideration from any other third party which may be liable with respect to any claim, suit, action or any unauthorized use of trade secret or proceeding for which indemnification was provided. The Indemnified Party shall execute and deliver such instruments and agreements and take such other proprietary interest, except where such infringement or unauthorized use arises solely from Agency's adherence action as may be required to AT&T's written instructions which are so specific as to directly cause said infringement or unauthorized use, in which case AT&T shall so indemnify Agency; provided however, if such instructions specify (1) commercial material which is available on subrogate the open market or is the same as such material or (2) material of Agency's origin, design or selection, and the adherence Indemnifying Party to such instructions results in the infringement Indemnified Party's rights to receive such payment or unauthorized use, then Agency shall indemnify AT&T for any such infringement or unauthorized use. However, the indemnification in (A) shall not apply to claims for loss or damage to property arising solely from Agency's reasonable reliance upon the accuracy, completeness and propriety of information furnished by AT&T concerning its and its competitors organization, products, industry and services in developing or producing work or work products under this Agreement. Each party shall defend or settle, at its own expense, any action or suit against the other for which it is responsible hereunder and shall reimburse the other for reasonable attorneys' fees, interest, costs of suit and all other expenses incurred by the other in connection therewith. Each party shall notify the other promptly of any claim for which the other is responsible hereunder and shall cooperate with the other in every reasonable way to facilitate the defense of any such claimconsideration.