Common use of Indemnity by Equifax Clause in Contracts

Indemnity by Equifax. Equifax will indemnify and hold harmless IBM, its Affiliates that are assignees of a Transaction Document, and their respective officers, directors, employees, agents, successors and assigns (each an "IBM Indemnitee") harmless from and -------------- against any and all Losses incurred by any of them arising from or in connection with: a) any Claims of infringement of any patent or any copyright, trademark, service xxxx, trade name, trade secret, or similar property right conferred by contract or by common law * or any state, alleged to have been incurred because of or arising out of any equipment, materials and other resources (including without limitation information technology, information management and communications services equipment, software or other resources) provided to IBM and/or its Affiliates by the Equifax Group in connection with the performance of the Services; provided, however, Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with Claims for copyright infringement and/or breach of software licenses related to the Services, committed by an IBM Indemnitee or any employee of an IBM Indemnitee that is not the result of the Equifax Group failing to perform its obligations under the Agreement including, without limitation, obtaining any Required Consent for which it has responsibility; and provided, further, that Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with an IBM Indemnitee's modification of a program or a machine provided by a member of the Equifax Group, or a IBM Indemnitee's combination, operation or use of the equipment, software or other resources provided by the Equifax Group with devices, data, programs or other resources not furnished by the Equifax Group, or an IBM Indemnitee's use of equipment or software provided by the Equifax Group to such IBM Indemnitee under a Transaction Document in a country or countries other than those countries specifically designated in the Transaction Document * b) any Claims accruing before the effective date or after the termination date of a Transaction Document regarding any * by such Transaction Document, including without limitation, failure to * but not including Claims arising or resulting from IBM and/or its Affiliates failing to perform its obligations under the Agreement including, without limitation, * c) any Claims for amounts, including without limitation, taxes, interest and penalties assessed or claimed against IBM which are obligations of Equifax under the Agreement; d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of the Equifax Group caused by the negligence or willful misconduct of the Equifax Group or their employees; provided that Equifax will have no obligation, under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of IBM, its Affiliates or subcontractors; e) any Claims arising out of or resulting from the operations of the Equifax Group, including the provision of access to the Services pursuant to Section 17.15, to the extent such Claims do not arise out of a breach of ------------- the Agreement by IBM and are not the subject of a specific indemnity provided to Equifax by IBM in Section 14.1; provided, however, that Equifax ------------ will have no obligation under this item, to the extent the Claims arise out of or result from the negligence or willful misconduct of IBM, its Affiliates or subcontractors; f) any Claim for violation of * arising out of the Services performed at the Facilities, the Data Center or other Equifax Group sites or locations except to the extent that IBM or its Affiliates or subcontractors has caused the * from which the Claim arises; g) any Claims by any Affected Employees arising out of or resulting from their employment, or the termination of their employment, with Equifax, except to the extent any such Claim arises from a wrongful act of IBM and/or its Affiliates and/or subcontractors; and h) any Claims arising out of or resulting from the operations of the Equifax Group and arising from acts of Authorized Users. In the event and to the extent that a Claim is made by an employee of a member of the Equifax Group against an IBM Indemnitee, the Parties agree that Equifax shall indemnify and hold harmless the IBM Indemnitee to the same extent as if the Claim was made by a non-employee of the members of the Equifax Group. Equifax's indemnification hereunder shall be primary and immediate. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, Equifax, in an indemnification Claim hereunder, expressly and without reservation waives any defense or immunity it may have under any applicable workers' compensation law(s) or any other statute or judicial decision disallowing or limiting such indemnification and consents to a cause of action for indemnity. This waiver and consent to indemnification is made irrespective of and specifically waiving any defense or immunity under any statute or judicial decision.

Indemnity by Equifax. Equifax will indemnify and hold harmless IBM, its Affiliates that are assignees of a Transaction Document, and their respective officers, directors, employees, agents, successors and assigns (each an "IBM IndemniteeINDEMNITEE") harmless from and -------------- against any and all Losses incurred by any of them arising from or in connection with: a) any Claims of infringement of any patent or any copyright, trademark, service xxxx, trade name, trade secret, or similar property right conferred by contract or by common law * or by any law of any country, including without limitation, the United States and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any equipment, materials and other resources (including without limitation information technology, information management and communications services equipment, software or other resources) provided to IBM and/or its Affiliates by the Equifax Group in connection with the performance of the Services; provided, however, Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with Claims for copyright infringement and/or breach of software licenses related to the Services, committed by an IBM Indemnitee or any employee of an IBM Indemnitee that is not the result of the Equifax Group failing to perform its obligations under the Agreement including, without limitation, obtaining any Required Consent for which it has responsibility; and provided, further, that Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with an IBM Indemnitee's modification of a program or a machine provided by a member of the Equifax Group, or a IBM Indemnitee's combination, operation or use of the equipment, software or other resources provided by the Equifax Group with devices, data, programs or other resources not furnished by the Equifax Group, or an IBM Indemnitee's use of equipment or software provided by the Equifax Group to such IBM Indemnitee under a Transaction Document in a country or countries other than those countries specifically designated in the Transaction Document *or a written notice to IBM from Equifax or an applicable Third Party Agreement; b) any Claims accruing before the effective date or after the termination date of a Transaction Document regarding any * Third Party Agreements between members of the Equifax Group and a third party covered by such Transaction Document, including without limitation, failure to * obtain Required Consents but not including Claims arising or resulting from IBM and/or its Affiliates failing to perform its obligations under the Agreement including, without limitation, *obtaining any Required Consent for which it has responsibility; c) any Claims for amounts, including without limitation, taxes, interest and penalties assessed or claimed against IBM which are obligations of Equifax under the Agreement;; Equifax / IBM Confidential d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of the Equifax Group caused by the negligence or willful misconduct of the Equifax Group or their employees; provided that Equifax will have no obligation, under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of IBM, its Affiliates or subcontractors; e) any Claims arising out of or resulting from the operations of the Equifax Group, including the provision of access to the Services pursuant to Section SECTION 17.15, to the extent such Claims do not arise out of a breach of ------------- the Agreement by IBM and are not the subject of a specific indemnity provided to Equifax by IBM in Section SECTION 14.1; provided, however, that Equifax ------------ will have no obligation under this item, to the extent the Claims arise out of or result from the negligence or willful misconduct of IBM, its Affiliates or subcontractors; f) any Claim for violation of * environmental laws or regulations arising out of the Services performed at the Facilities, the Data Center or other Equifax Group sites or locations except to the extent that IBM or its Affiliates or subcontractors has caused the * environmental damage or violation of the environmental laws or regulations from which the Claim arises; g) any Claims by any Affected Employees arising out of or resulting from their employment, or the termination of their employment, with Equifax, except to the extent any such Claim arises from a wrongful act of IBM and/or its Affiliates and/or subcontractors; and h) any Claims arising out of or resulting from the operations of the Equifax Group and arising from acts of Authorized Users. In the event and to the extent that a Claim is made by an employee of a member of the Equifax Group against an IBM Indemnitee, the Parties agree that Equifax shall indemnify and hold harmless the IBM Indemnitee to the same extent as if the Claim was made by a non-employee of the members of the Equifax Group. Equifax's indemnification hereunder shall be primary and immediate. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, Equifax, in an indemnification Claim hereunder, expressly and without reservation waives any defense or immunity it may have under any applicable workers' compensation law(s) or any other statute or judicial decision disallowing or limiting such indemnification and consents to a cause of action for indemnity. This waiver and consent to indemnification is made irrespective of and specifically waiving any defense or immunity under any statute or judicial decision.

Indemnity by Equifax. Equifax will indemnify and hold harmless IBM, and its Affiliates that are assignees of a Transaction Document, and their respective officers, directors, employees, agents, successors and assigns (each an "“IBM Indemnitee"”) harmless from and -------------- against any and all Losses incurred by any of them arising from or in connection with: (a) any Claims of infringement asserted against an IBM Indemnitee as a result of * on or after the Commencement Date; (b) subject to Section 14.2(a) above, any Claims of infringement of any patent or any copyright, trademark, service xxxx, trade name, trade secret, or similar property right conferred by contract or by common law * or by any law of any country, including without limitation, the United States and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any equipment, materials and other resources (including without limitation information technology, information management and communications services equipment, software or other resources) provided to IBM and/or its Affiliates by the Equifax Group in connection with the performance of the Services; provided, however, Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with Claims for copyright infringement and/or breach of software licenses related to * the Services, committed by an IBM Indemnitee or any employee of an IBM Indemnitee that is not the result of the Equifax Group failing to perform its obligations under the Agreement * including, without limitation, obtaining any Required Consent * for which it has responsibility; and provided, further, that Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with an IBM Indemnitee's modification of a program or a machine provided by a member of the Equifax Group, or a IBM Indemnitee's combination, operation or use of the equipment, software or other resources * provided by the Equifax Group with devices, data, programs or other resources not furnished * by the Equifax Group, or an IBM Indemnitee's use of equipment or software provided by ’s * the Equifax Group to such IBM Indemnitee under this Agreement * or a Transaction Document in written notice to IBM from Equifax *; * Information omitted pursuant to a country or countries other than those countries specifically designated in confidential treatment request under Rule 24b-2 of the Transaction Document *Securities Exchange Act of 1934 and filed separately with the SEC. b(c) any Claims accruing before the effective date Commencement Date or after the termination date of a Transaction Document this Agreement regarding any * Third Party Agreements between members of the Equifax Group and a third party covered by such Transaction Documentthis Agreement, including without limitation, failure to * obtain Required Consents but not including Claims arising or resulting from IBM and/or its Affiliates failing to perform its obligations under the this Agreement including, without limitation, *obtaining any Required Consent for which it has responsibility; c(d) any Claims for amounts, including without limitation, taxes, interest and penalties assessed or claimed against IBM which are obligations of Equifax under the this Agreement; d(e) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of the Equifax Group caused by the negligence or willful misconduct of the Equifax Group or their employees; provided that Equifax will have no obligation, under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of IBM, its Affiliates or subcontractors; e(f) any Claims arising out of or resulting from the operations of the Equifax Group, including the provision of access to the Services pursuant to Section 17.1517.14, to the extent such Claims do not arise out of a breach of ------------- the this Agreement by IBM and are not the subject of a specific indemnity provided to Equifax by IBM in Section 14.1; provided, however, that Equifax ------------ will have no obligation under this item, to the extent the Claims arise out of or result from the negligence or willful misconduct of IBM, its Affiliates or subcontractors; f(g) any Claim for violation of * environmental laws or regulations arising out of the Services performed at the Facilities, the Data Center Facilities or other Equifax Group sites or locations except to the extent that IBM Equifax or its Affiliates or subcontractors contractors (other than IBM and its Affiliates and subcontractors) has caused the * environmental damage or violation of the environmental laws or regulations from which the Claim arises; g(h) any Claims by any Affected Transferred Employees arising out in respect of which Equifax is obliged to indemnify IBM pursuant to Exhibit X-0, X-0, X-0, X-0 or resulting from their employment, or the termination D-5 of their employment, with Equifax, except to the extent any such Claim arises from a wrongful act of IBM and/or its Affiliates and/or subcontractorsSchedule D (Human Resources); and h(i) any Claims arising out of or resulting from the operations of the Equifax Group and arising from acts of Authorized Users. In the event and to the extent that a Claim is made by an employee of a member of the Equifax Group * against an IBM Indemnitee, the Parties agree that Equifax shall indemnify and hold harmless the IBM Indemnitee to the same extent as if the Claim was made by a non-employee of the members of the Equifax Group*. Equifax's ’s indemnification hereunder shall be primary and immediate*. Accordingly, in addition to other provisions herein, and in order to render the Parties' ’ intent and this indemnification agreement fully enforceable, Equifax, in an indemnification Claim hereunder, expressly and without reservation waives any defense or immunity * it may have under any applicable workers' compensation law(s) * or any other statute or judicial decision disallowing or limiting such indemnification and consents to a cause of action for indemnity*. This waiver and consent to indemnification * is made irrespective of and specifically waiving any defense or immunity * under any statute or judicial decision. * Information omitted pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934 and filed separately with the SEC.

Indemnity by Equifax. Equifax will indemnify and hold harmless IBM, and its Affiliates that are assignees of a Transaction Document, and their respective officers, directors, employees, agents, successors and assigns (each an "IBM Indemnitee") harmless from and -------------- against any and all Losses incurred by any of them arising from or in connection with: (a) any Claims of infringement asserted against an IBM Indemnitee as a result of * on or after the Commencement Date; (b) subject to Section 14.2(a) above, any Claims of infringement of any patent or any copyright, trademark, service xxxx, trade name, trade secret, or similar property right conferred by contract or by common law * or by any law of any country, including without limitation, the United States and any other applicable jurisdiction or any state, alleged to have been incurred because of or arising out of any equipment, materials and other resources (including without limitation information technology, information management and communications services equipment, software or other resources) provided to IBM and/or its Affiliates by the Equifax Group in connection with the performance of the Services; provided, however, Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with Claims for copyright infringement and/or breach of software licenses related to * the Services, committed by an IBM Indemnitee or any employee of an IBM Indemnitee that is not the result of the Equifax Group failing to perform its obligations under the Agreement * including, without limitation, obtaining any Required Consent * for which it has responsibility; and provided, further, that Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with an IBM Indemnitee's modification of a program or a machine provided by a member of the Equifax Group, or a IBM Indemnitee's combination, operation or use of the equipment, software or other resources * provided by the Equifax Group with devices, data, programs or other resources not furnished * by the Equifax Group, or an IBM Indemnitee's use of equipment or software provided by * the Equifax Group to such IBM Indemnitee under this Agreement * or a Transaction Document in a country or countries other than those countries specifically designated in written notice to IBM from Equifax *; * Information deleted pursuant to Rule 24b-2 of the Transaction Document *Exchange Act. b(c) any Claims accruing before the effective date Commencement Date or after the termination date of a Transaction Document this Agreement regarding any * Third Party Agreements between members of the Equifax Group and a third party covered by such Transaction Documentthis Agreement, including without limitation, failure to * obtain Required Consents but not including Claims arising or resulting from IBM and/or its Affiliates failing to perform its obligations under the this Agreement including, without limitation, *obtaining any Required Consent for which it has responsibility; c(d) any Claims for amounts, including without limitation, taxes, interest and penalties assessed or claimed against IBM which are obligations of Equifax under the this Agreement; d(e) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of the Equifax Group caused by the negligence or willful misconduct of the Equifax Group or their employees; provided that Equifax will have no obligation, under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of IBM, its Affiliates or subcontractors; e(f) any Claims arising out of or resulting from the operations of the Equifax Group, including the provision of access to the Services pursuant to Section 17.1517.14, to the extent such Claims do not arise out of a breach of ------------- the this Agreement by IBM and are not the subject of a specific indemnity provided to Equifax by IBM in Section 14.1; provided, however, that Equifax ------------ will have no obligation under this item, to the extent the Claims arise out of or result from the negligence or willful misconduct of IBM, its Affiliates or subcontractors; f(g) any Claim for violation of * environmental laws or regulations arising out of the Services performed at the Facilities, the Data Center Facilities or other Equifax Group sites or locations except to the extent that IBM Equifax or its Affiliates or subcontractors contractors (other than IBM and its Affiliates and subcontractors) has caused the * environmental damage or violation of the environmental laws or regulations from which the Claim arises; g(h) any Claims by any Affected Transferred Employees arising out in respect of which Equifax is obliged to indemnify IBM pursuant to Exhibit X-0, X-0, X-0, X-0 or resulting from their employment, or the termination D-5 of their employment, with Equifax, except to the extent any such Claim arises from a wrongful act of IBM and/or its Affiliates and/or subcontractorsSchedule D (Human Resources); and h(i) any Claims arising out of or resulting from the operations of the Equifax Group and arising from acts of Authorized Users. In the event and to the extent that a Claim is made by an employee of a member of the Equifax Group * against an IBM Indemnitee, the Parties agree that Equifax shall indemnify and hold harmless the IBM Indemnitee to the same extent as if the Claim was made by a non-employee of the members of the Equifax Group*. Equifax's indemnification hereunder shall be primary and immediate*. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, Equifax, in an indemnification Claim hereunder, expressly and without reservation waives any defense or immunity * it may have under any applicable workers' compensation law(s) * or any other statute or judicial decision disallowing or limiting such indemnification and consents to a cause of action for indemnity*. This waiver and consent to indemnification * is made irrespective of and specifically waiving any defense or immunity * under any statute or judicial decision. * Information deleted pursuant to Rule 24b-2 of the Exchange Act.

Indemnity by Equifax. Equifax will indemnify and hold harmless IBM, its Affiliates that are assignees of a Transaction Document, and their respective officers, directors, employees, agents, successors and assigns (each an "IBM Indemnitee") harmless EDS Indemnitee from and -------------- against any and all Losses incurred by any of them EDS arising from or in connection with: (a) any Claims of infringement of any patent or any copyright, trademark, service xxxx, trade name, trade secret, or similar property right conferred by contract or by common law * or by any law of any country or any state, state alleged to have been incurred because of or arising out of any equipment, materials and other resources (including without limitation information technology, information management and communications services equipment, software or other resources) provided to IBM and/or its Affiliates EDS by the Equifax Group in connection with the performance of the Services; provided, however. However, Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with Claims for copyright infringement and/or breach of software licenses related to the Services, committed by an IBM a EDS Indemnitee or any employee of an IBM a EDS Indemnitee that is not the result of the Equifax Group Group's failing to perform its obligations under the Agreement includingAgreement. Further, without limitation, obtaining any Required Consent for which it has responsibility; and provided, further, that Equifax will have no obligation with respect to any Losses to the extent arising out of or in connection with an IBM a EDS Indemnitee's modification of a program or a machine provided by a member of the Equifax Group, or a IBM EDS Indemnitee's combination, operation or use of the equipment, software or other resources provided by the Equifax Group with devices, data, programs or other resources not furnished by the Equifax Group, or an IBM Indemnitee's use of equipment or software provided by the Equifax Group to such IBM Indemnitee under a Transaction Document in a country or countries other than those countries specifically designated in the Transaction Document *; (b) any Claims accruing before the effective date or after the termination date of a Transaction Document regarding any * Third Party Agreements between members of the Equifax Group and a third party covered by such Transaction Document, including without limitation, failure to * but not including Claims arising or resulting from IBM and/or its Affiliates EDS failing to perform its obligations under the Agreement includingAgreement, including without limitation, *obtaining any Required Consent for which it has responsibility; (c) any Claims for amounts, including including, without limitation, taxes, interest and penalties assessed or claimed against IBM EDS which are obligations of Equifax under the Agreement; (d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of the Equifax Group caused by the negligence or willful misconduct of the Equifax Group or their employees; provided that Equifax will have no obligation, under this part, to the extent the same arise out of or in connection with the negligence or willful misconduct of IBM, EDS or its Affiliates or subcontractors; (e) any Claims arising out of or resulting from the operations of the Equifax Group, including the provision of access to the Services pursuant to Section 17.15, Group to the extent such Claims do not arise out of a breach of ------------- the Agreement by IBM EDS and are not the subject of a specific indemnity provided to Equifax by IBM EDS in Section 14.1; provided. However, however, that Equifax ------------ will have no ------------ obligation under this item, to the extent the Claims arise out of or result from the negligence or willful misconduct of IBM, EDS or its Affiliates or subcontractors; (f) any Claim Claims for any violation of * environmental laws or regulations arising out of the Services performed at the Facilities, the Facilities or Data Center or other Equifax Group sites or locations locations, except to the extent that IBM EDS or its Affiliates or subcontractors has caused the * environmental damage or violation of the environmental laws or regulations from which the Claim arises;; and (g) any Claims by any Affected Employees arising out of or resulting from their employment, or the termination of their employment, with Equifax, Equifax except to the extent any such Claim arises from a wrongful act of IBM and/or EDS or its Affiliates and/or or subcontractors; and h) any Claims arising out of or resulting from the operations of the Equifax Group and arising from acts of Authorized Users. In the event and to the extent that a Claim is made by an employee of a member of the Equifax Group against an IBM a EDS Indemnitee, the Parties agree that Equifax shall indemnify and hold harmless the IBM EDS Indemnitee to the same extent as if the Claim was made by a non-employee of the members of the Equifax Group. Equifax's indemnification obligations hereunder shall be primary and immediate. Accordingly, in addition to other provisions herein, and in order to render the Parties' intent and this indemnification agreement fully enforceable, Equifax, in an indemnification Claim hereunder, expressly and without reservation waives any defense or immunity it may have under any applicable workers' compensation law(s) or any other statute or judicial decision disallowing or limiting such indemnification and consents to a cause of action for indemnity. This waiver and consent to indemnification is made irrespective of and specifically waiving any defense or immunity under any statute or judicial decision.