Indemnity by Castlight Clause Samples

Indemnity by Castlight. Castlight agrees to defend, indemnify and hold harmless Customer, its directors, officers, employees and agents against any third party claims, and any damages and costs (including court costs and reasonable attorneys’ fees) incurred by Customer or its directors, officers, employees, and agents in connection with such claims to the extent such claims arise from Castlight’s (or its subcontractors or agents) (a) negligence, willful misconduct; (b) material violation of applicable laws; or (c) infringement of intellectual property rights related to the Services (each (a), (b), or (c) a “Claim”). In the event of (c), Castlight may, at its sole option and expense: (i) procure for Customer the right to continue using the Service under the terms of the Agreement or (ii) replace or modify the Service to be non-infringing. If the foregoing options are not reasonably practicable, Castlight may terminate the Agreement with no penalty and refund to Customer all prepaid fees for the remainder of its Term after the date of termination. Unless precluded by applicable law, this Article 9.2 represents Castlight’s entire obligation and Customer's exclusive remedy regarding any third party intellectual property claims.