Common use of Indemnity by Company Clause in Contracts

Indemnity by Company. Company shall defend, at its own expense, and indemnify and hold Client, Client’s Affiliates, and their directors, officers, employees and agents harmless from and against any claim by a Third Party or any Affiliate of Company to the extent based on: (i) the Services or Company’s software used to provide the Services are alleged to infringe upon any United States patent, copyright, United States trademark, or other proprietary right of a Third Party; provided, however, that Company shall not be obligated to indemnify Client, if such claim is caused by or arises out of (A) any intellectual property or materials provided by Client; (B) any designs, or directions provided by Client; (C) any software provided by an OEM or other Third Party; (D) Client’s use of the Services or software other than in accordance with applicable documentation or instructions supplied by Company; (E) any combination, alteration, modification or revision of the Services or software not expressly authorized in writing by Company; or (F) Client’s failure to use or implement corrections or enhancements to the Services or software made available free of charge to Client by Company; (ii) work-related injury or death caused by Company or its Affiliates, subcontractors or service providers, or any of their employees or agents, while performing activities in connection with this Agreement; and (iii) tangible personal or real property damage caused by Company or its Affiliates, subcontractors or service providers, or any of their employees or agents, while performing activities in connection with this Agreement. Company shall be responsible for any costs and expenses incurred by Client in connection with the enforcement of this Section 7.2, including, but not limited to, reasonable attorneys’ fees.

Indemnity by Company. Company shall defend, at its own expense, and indemnify and hold Client, Client’s Affiliates, and their directors, officers, employees and agents harmless from and against any claim by a Third Party or any Affiliate of Company to the extent based on: (i) the Services or Company’s software used to provide the Services are alleged to infringe upon any United States patent, copyright, United States trademark, or other proprietary right of a Third Party; provided, however, that Company shall not be obligated to indemnify Client, if such claim is caused by or arises out of (A) any intellectual property or materials provided by Client; (B) any designs, or directions provided by Client; (C) any software provided by an OEM or other Third Party; (D) Client’s use of the Services or software other than in accordance with applicable documentation or instructions supplied by Company; ; (E) any combination, alteration, modification or revision of the Services or software not expressly authorized in writing by Company; or (F) Client’s failure to use or implement corrections or enhancements to the Services or software made available free of charge to Client by Company; (ii) a violation by Company or its Affiliates of Federal, state, or other laws or regulations; (iii) work-related injury or death caused by Company or its Affiliates, subcontractors or service providers, or any of their employees or agents, while performing activities in connection with this Agreement; and (iiiiv) tangible personal or real property damage caused by Company or its Affiliates, subcontractors or service providers, or any of their employees or agents, while performing activities in connection with this Agreement. Company shall be responsible for any costs and expenses incurred by Client in connection with the enforcement of this Section 7.2, including, but not limited to, reasonable attorneys’ fees.