Common use of Indemnification of Customer Clause in Contracts

Indemnification of Customer. (a) Subject to the provisions of this Section 10 and, for clarity, without limiting anything in the Separation Agreement or any other Ancillary Agreements, Manufacturer shall indemnify, defend and hold harmless Customer, its Affiliates and its and their respective directors, officers, managers, members, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (each, a “Customer Indemnified Party”) from and against any and all Losses of such Customer Indemnified Parties to the extent relating to, arising out of or resulting from any Action of a Third Party arising out of or resulting from any of the following items (without duplication): (i) any breach by Manufacturer or its Personnel of this Agreement or any Facility Addendum; (ii) any injury or death of any Person due to any breach by Manufacturer or its Personnel of this Agreement or any Facility Addendum; (iii) the infringement or misappropriation of a Third Party’s Intellectual Property by the use or practice by Manufacturer or its Affiliate of any Product manufacturing process that has been changed (including as to the facility in which such manufacturing process takes place) on or following the Effective Date without the written approval of Customer to make such change; (iv) Manufacturer’s supply of Non-Complying Product under this Agreement; or (v) the gross negligence, fraud or willful misconduct of Manufacturer or its Personnel in connection with the performance or non-performance of this Agreement. (b) Notwithstanding the foregoing, Manufacturer shall not be liable for Losses described in Section 10.1(a) to the extent such Losses are: (i) caused by the gross negligence, fraud or willful misconduct of a Customer Indemnified Party in connection with the performance or non-performance of this Agreement; (ii) caused by the breach of any of the terms of this Agreement or a Facility Addendum by a Customer Indemnified Party, including in connection with the performance or non-performance of this Agreement or (iii) subject to Customer’s indemnification obligations pursuant to Section 10.2.

Indemnification of Customer. (a) Subject to the provisions of this Except as provided in Section 10 and7.3, for clarityPfizer and Manufacturer shall, without limiting anything in the Separation Agreement or any other Ancillary Agreementsjointly and severally, Manufacturer shall indemnify, defend and hold harmless each member of the Customer, its ’s Group and each of their Affiliates and its each member of the Customer’s Group’s and their respective Affiliates’ respective directors, officers, managers, members, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (eachcollectively, a the “Customer Indemnified PartyIndemnitees”) ), from and against any and all Losses of such the Customer Indemnified Parties Indemnitees to the extent relating to, arising out of or resulting from any Action of a Third Party arising out of or resulting from any of the following items (without duplicationduplication and including any Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien): (i) any breach by Manufacturer Manufacturer’s or its Personnel Affiliate’s breach of this Agreement or any Facility Product Addendum or of any representation or warranty made by Manufacturer or its Affiliate to Customer or its Affiliate under this Agreement or any Product Addendum; (ii) any injury to or death of any Person due to any breach by Manufacturer or its Personnel occurring on the premises of this Agreement or any Facility AddendumManufacturer; (iii) the infringement or misappropriation of a Third Party’s Intellectual Property by the use or practice by Manufacturer or its Affiliate of any Product manufacturing process that has been changed (including as to the facility in which such manufacturing process takes place) on or following the Effective Date without the written approval of Customer to make such change; (iv) Manufacturer’s supply of Non-Complying Product; (iv) the infringement of any third party Intellectual Property Rights relating to manufacturing processes or reagents caused solely by the use of any Manufacturer-Owned Improvements and Developments by or on behalf of Manufacturer to manufacture or supply the Product under this Agreementhereunder; or (v) any grossly negligent or reckless act or omission or misconduct on the gross negligencepart of Manufacturer, fraud or willful misconduct Affiliates of Manufacturer Manufacturer, subcontractors of Manufacturer, or its Personnel or their respective employees or agents; except in connection with each case to the performance extent that Customer or non-performance of this Agreement. (b) its Affiliate is obligated to indemnify, defend and hold harmless any Manufacturer Indemnified Party pursuant to Section 7.2 below. Notwithstanding the foregoing, Manufacturer shall not be liable for Losses described in Section 10.1(a) to the extent such Losses are: (i) are caused by the gross negligence, fraud recklessness or willful misconduct of a Customer Indemnified Party in connection with the performance or non-performance of this Agreement; (ii) caused by the its Affiliate or breach of any of the terms of this Agreement by Customer or a Facility Addendum its Affiliate or of any representation or warranty made by a Customer Indemnified Party, including in connection with the performance or non-performance of its Affiliate to Manufacturer or its Affiliate under this Agreement or (iii) subject to Customer’s indemnification obligations pursuant to Section 10.2any Product Addendum.

Indemnification of Customer. (a) Subject to the provisions of this Except as provided in Section 10 and7.3, for clarityPfizer and Manufacturer shall, without limiting anything in the Separation Agreement or any other Ancillary Agreementsjointly and severally, Manufacturer shall indemnify, defend and hold harmless each member of the Customer, its ’s Group and each of their Affiliates and its each member of the Customer’s Group’s and their respective Affiliates’ respective directors, officers, managers, members, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (eachcollectively, a the “Customer Indemnified PartyIndemnitees”) ), from and against any and all Losses of such the Customer Indemnified Parties Indemnitees to the extent relating to, arising out of or resulting from any Action of a Third Party arising out of or resulting from any of the following items (without duplicationduplication and including any Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien): (i) any breach by Manufacturer Manufacturer’s or its Personnel Affiliate’s breach of this Agreement or any Facility Product Addendum or of any representation or warranty made by Manufacturer or 28 its Affiliate to Customer or its Affiliate under this Agreement or any Product Addendum; (ii) any injury to or death of any Person due to any breach by Manufacturer or its Personnel occurring on the premises of this Agreement or any Facility AddendumManufacturer; (iii) the infringement or misappropriation of a Third Party’s Intellectual Property by the use or practice by Manufacturer or its Affiliate of any Product manufacturing process that has been changed (including as to the facility in which such manufacturing process takes place) on or following the Effective Date without the written approval of Customer to make such change; (iv) Manufacturer’s supply of Non-Complying Product; (iv) the infringement of any third party Intellectual Property Rights relating to manufacturing processes or reagents caused solely by the use of any Manufacturer-Owned Improvements and Developments by or on behalf of Manufacturer to manufacture or supply the Product under this Agreementhereunder; or (v) any grossly negligent or reckless act or omission or misconduct on the gross negligencepart of Manufacturer, fraud or willful misconduct Affiliates of Manufacturer Manufacturer, subcontractors of Manufacturer, or its Personnel or their respective employees or agents; except in connection with each case to the performance extent that Customer or non-performance of this Agreement. (b) its Affiliate is obligated to indemnify, defend and hold harmless any Manufacturer Indemnified Party pursuant to Section 7.2 below. Notwithstanding the foregoing, Manufacturer shall not be liable for Losses described in Section 10.1(a) to the extent such Losses are: (i) are caused by the gross negligence, fraud recklessness or willful misconduct of a Customer Indemnified Party in connection with the performance or non-performance of this Agreement; (ii) caused by the its Affiliate or breach of any of the terms of this Agreement by Customer or a Facility Addendum its Affiliate or of any representation or warranty made by a Customer Indemnified Party, including in connection with the performance or non-performance of its Affiliate to Manufacturer or its Affiliate under this Agreement or (iii) subject to Customer’s indemnification obligations pursuant to Section 10.2any Product Addendum.

Indemnification of Customer. (a) Subject Customer shall not be responsible for, and ALLIANCE-ONE shall indemnify and hold Customer harmless from and against, any and all reasonable costs, expenses, losses, damages, charges, counsel fees, payments, and liability which may be asserted against Customer by an unaffiliated third party, or for which Customer may be held liable, arising out of or attributable to: (i) ALLIANCE-ONE's willful misconduct or Gross Negligence with regard to its provision of the provisions Services; or which arise out of this the breach of any representation and warranty provided by ALLIANCE-ONE in Article 12 (Representations, Warranties and Covenants of ALLIANCE-ONE) or in any Work Order; or breach by ALLIANCE-ONE of its obligations in Section 10 and18.2 (Customer Personal Information) hereof; (ii) All claims or actions by an ALLIANCE-ONE subcontractor arising out of ALLIANCE-ONE's breach or violation of its subcontracting arrangements, including claims for claritypayments from same; (iii) Any claim, without limiting anything demand, charge, action, cause of action or other proceeding asserted against Customer but resulting from an act or omission of ALLIANCE-ONE in the Separation Agreement or any other Ancillary Agreementsits capacity as an employer of a person; (iv) Fines, Manufacturer penalties and interest paid to a governmental authority arising out of ALLIANCE-ONE's breach of its obligations under Sections 5.2(a), 5.4 and 5.5. (b) ALLIANCE-ONE shall indemnify, defend and hold harmless Customer, its Affiliates and its and their respective directors, officers, managers, members, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (each, a “Customer Indemnified Party”) from and against any and all Losses of such losses incurred by Customer Indemnified Parties to the extent relating to, arising out of or resulting from any Action as a result of a Third Party arising out of or resulting from any of the following items (without duplication): (i) any breach by Manufacturer or its Personnel of this Agreement or any Facility Addendum; (ii) any injury or death of any Person due claim relating to any breach by Manufacturer actual or its Personnel of this Agreement or any Facility Addendum; (iii) the alleged infringement or misappropriation of a Third Party’s any Intellectual Property Rights of a third party relating to (i) the Services, (ii) the ALLIANCE-ONE materials utilized by ALLIANCE-ONE in providing the Services, and (iii) use or practice by Manufacturer or its Affiliate Customer of any Product manufacturing process that has been changed (including as ALLIANCE-ONE Proprietary Materials or other materials provided by ALLIANCE-ONE to Customer pursuant to the facility in which such manufacturing process takes placeSet of Agreements for use by Customer ((i) on - (iii) collectively referred to as "Covered IP"), including any claims alleging or following establishing that Customer's permitted use under the Effective Date without Set of Agreements of the written approval Covered IP infringes or misappropriates any Intellectual Property Rights of Customer to make such change; (iv) Manufacturer’s supply of Nona third party. ALLIANCE-Complying Product ONE's indemnification obligations under this Agreement; Agreement shall not extend to any claims: (i) resulting from, or (v) the gross negligence, fraud relating to compliance by ALLIANCE-ONE with written specifications or willful misconduct of Manufacturer or its Personnel in connection with the performance or non-performance of this Agreementwritten instructions supplied by Customer. (bii) Notwithstanding the foregoingresulting from, Manufacturer shall not be liable for Losses described in Section 10.1(aor relating to modifications made by Customer (its Affiliates) to the extent such Losses are: Covered IP or use of the Covered IP not expressly authorized by the Set of Agreements; or (iii) based on or caused by Customer Proprietary Materials infringing the Intellectual Property Rights of a third party. (c) In addition to other rights provided to Customer in (b) above, with respect to an infringing item, ALLIANCE-ONE shall, at its discretion: (i) caused by procure for Customer the gross negligence, fraud or willful misconduct of a Customer Indemnified Party in connection with the performance or non-performance of this Agreementright to continue using such infringing item; or (ii) caused by the breach of any of the terms of this Agreement replace or a Facility Addendum by a Customer Indemnified Party, including in connection with the performance or modify such infringing item to make its use non-performance of this Agreement or infringing while providing substantially the same functionality; or (iii) subject perform the Services relating to Customer’s indemnification obligations pursuant the infringing item in a way that does not require use of the infringing item or any material change in the nature of the Services provided by ALLIANCE-ONE. If none of options (i) through (iii) are commercially reasonable, ALLIANCE-ONE's obligation to Section 10.2provide the infringing Service will be terminated and the charges or fees will be equitably adjusted to reflect that removal.