Common use of Indemnity by IBM Clause in Contracts

Indemnity by IBM. IBM will indemnify and hold each member of the Certegy Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "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 mark, 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 aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with Claims for copyright infringement and/or breach of software licenses related to the CERTEGY/IBM CONFIDENTIAL Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under the Agreement including, without limitation, obtaining any Required Consent for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with an Indemnitee's modification of a program or a machine provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's combination, operation or use of the services, equipment, software or other resources provided by IBM and/or its Affiliates or subcontractors with devices, data, programs or other resources not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of equipment or software provided by IBM and/or its Affiliates to such 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 Certegy from IBM, b) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(a), accruing during the term of a Transaction Document (that is, not arising or resulting from a breach by the Certegy Group before such effective date or after the termination date of such Transaction Document) regarding any Third Party Agreement covered by such Transaction Document; provided, however, IBM 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 (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under such Transaction Document including, without limitation, obtaining any Required Consent for which it has responsibility or (ii) to the extent arising out of or result from Certegy failing to perform its obligations under the Agreement including obtaining any Required Consent for which it has responsibility; c) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM 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 a member of the Certegy Group; d) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Certegy Group which are obligations of IBM under the Agreement; e) any Claim for violation of environmental laws or regulations arising out of the Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Certegy sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; f) any Claims directly attributable to IBM's decision to request that Certegy cancel, substitute, terminate, change, add or breach any Third Party Agreement and Certegy's assent to and compliance with such decision and Losses (not to exceed the financial estimate specified in Section 3.8(d) incurred by Certegy associated with such decision by IBM and compliance by Certegy; g) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Certegy under the terms of the Agreement) arising out of or resulting from IBM issuing an incorrect invoice or other information provided to Certegy in writing regarding its charges to Certegy for the Services to Certegy; h) any Claims by any Affected Employees arising out of or resulting from their employment, or the termination of their employment, with IBM and/or its Affiliates, except to the extent any such Claim arises from a wrongful act of Certegy and/or its Affiliates and/or subcontractors; and i) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of Section 4.6 of this Master Agreement to the extent that such regulatory approvals, permits, laws and regulatory requirements CERTEGY/IBM CONFIDENTIAL are of specific application to the provision of information technology services by IBM and/or its Affiliates to the Certegy Group under the Agreement. In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM'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, IBM, 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 IBM. IBM will indemnify and hold each member of the Certegy Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "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 markxxxx, 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 aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with Claims for copyright infringement and/or breach of software licenses related to the CERTEGY/IBM CONFIDENTIAL Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under the Agreement including, without limitation, obtaining any Required Consent for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with an Indemnitee's modification of a program or a machine provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's combination, operation or use of the services, equipment, software or other resources provided by IBM and/or its Affiliates or subcontractors with devices, data, programs or other resources not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of equipment or software provided by IBM and/or its Affiliates to such 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 Certegy from IBM,* b) any Claims, however described (including without limitation, failure to obtain Required Consents * or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements * pursuant to Section 8.3(a)), accruing during the term of a Transaction Document (that is, not arising or resulting from a breach by the Certegy Equifax Group before such effective date or after the termination date of such Transaction Document) regarding any Third Party Agreement * covered by such Transaction Document; provided, however, IBM 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 (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under such Transaction Document including, without limitation, obtaining any Required Consent for which it has responsibility * or (ii) to the extent arising out of or result from Certegy Equifax failing to perform its obligations under the Agreement including obtaining any Required Consent for which it has responsibility;* c) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM 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 a member of the Certegy Equifax Group; d) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Certegy Equifax Group which are obligations of IBM under the Agreement; e) any Claim for violation of environmental laws or regulations * arising out of the Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Certegy Equifax sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage * or violation of the environmental laws or regulations * from which the Claim arises; f) any Claims directly attributable to IBM's decision to request that Certegy cancel, substitute, terminate, change, add or breach any Third Party Agreement Equifax * and CertegyEquifax's assent to and compliance with such decision and Losses (not to exceed the financial estimate specified in Section 3.8(d) * incurred by Certegy Equifax associated with such decision by IBM and compliance by CertegyEquifax; g) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Certegy under the terms of the Agreement) * arising out of or resulting from IBM issuing an incorrect invoice * or other information provided to Certegy Equifax in writing regarding its charges to Certegy * for the Services to Certegy;Equifax; and h) any Claims by any Affected Employees arising out of or resulting from their employment, or the termination of their employment, with IBM and/or its Affiliates, except to the extent any such Claim arises from a wrongful act of Certegy Equifax and/or its Affiliates and/or subcontractors; and i) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of Section 4.6 of this Master Agreement to the extent that such regulatory approvals, permits, laws and regulatory requirements CERTEGY/IBM CONFIDENTIAL are of specific application to the provision of information technology services by IBM and/or its Affiliates to the Certegy Group under the Agreement. In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-non- employee of IBM, its contractors or subcontractors. IBM'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, IBM, 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 IBM. IBM will indemnify and hold each member of the Certegy Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "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 Indemnitee as a result of * on or after the Commencement Date, including the *; (b) subject to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service markxxxx, 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 aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with Claims for copyright infringement and/or breach of software licenses * related to the CERTEGY/IBM CONFIDENTIAL Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under the Agreement * including, without limitation, obtaining any Required Consent * for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with an Indemnitee's modification of a program or a machine * provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's combination, operation or use of the services, equipment, software or other resources * provided by IBM and/or its Affiliates or subcontractors with devices, data, programs or other resources * not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of equipment or software * provided by IBM and/or its Affiliates to such 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 Certegy Equifax from IBM,; b(c) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(a)), accruing during the term of a Transaction Document Term (that is, not arising or resulting from a breach by the Certegy Equifax Group before such effective date the Commencement Date or after the termination date of such Transaction Documentthis Agreement) regarding any Third Party Agreement covered by such Transaction DocumentAgreement; provided, however, IBM 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 (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under such Transaction Document including, without limitation, obtaining any Required Consent * for which it has responsibility or (ii) to the extent arising out of or result resulting from Certegy failing to perform its obligations under the Agreement including obtaining any Required Consent Equifax * for which it has responsibility; c(d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM 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 a member of the Certegy Equifax Group; d(e) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Certegy Equifax Group which are obligations of IBM under this Agreement; * Information deleted pursuant to Rule 24b-2 of the Agreement;Exchange Act. e(f) any Claim for violation of environmental laws or regulations arising out of the this Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Certegy Equifax Group sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; f(g) any Claims directly attributable to IBM's decision to request that Certegy cancel, substitute, terminate, change, add or breach any Third Party Agreement * and CertegyEquifax's assent to and compliance with such decision * and Losses (not to exceed the financial estimate specified in Section 3.8(d) incurred by Certegy Equifax associated with such decision by IBM and compliance by Certegy*; g(h) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Certegy Equifax under the terms of the this Agreement) arising out of or resulting from IBM issuing an incorrect invoice or other information * provided to Certegy Equifax in writing regarding its charges * to Certegy for the Services to CertegyEquifax; h(i) any Claims by any Affected Transferred Employees arising out in respect of which IBM is obliged to indemnify Equifax 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 IBM and/or its Affiliates, except to the extent any such Claim arises from a wrongful act of Certegy and/or its Affiliates and/or subcontractorsSchedule D (Human Resources); and i(j) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of Section 4.6 * of this Master Agreement to the extent that such regulatory approvals, permits, laws and regulatory requirements CERTEGY/IBM CONFIDENTIAL * are of specific application to the provision of information technology services the Services by IBM and/or its Affiliates to the Certegy Equifax Group under the this Agreement. . (k) In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM'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, IBM, 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 IBM. IBM will indemnify and hold each member of the Certegy Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "“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 Indemnitee as a result of * on or after the Commencement Date, including the *; (b) subject to Section 14.1(a) above, any Claims of infringement of any patent or any copyright, trademark, service markxxxx, 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 aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with Claims for copyright infringement and/or breach of software licenses * related to the CERTEGY/IBM CONFIDENTIAL Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under the Agreement * including, without limitation, obtaining any Required Consent * for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with an Indemnitee's modification of a program or a machine * provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's combination, operation or use of the services, equipment, software or other resources ’s * provided by IBM and/or its Affiliates or subcontractors with devices, data, programs or other resources * not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's ’s use of equipment or software * provided by IBM and/or its Affiliates to such 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 Certegy Equifax from IBM,; b(c) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's ’s exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section 8.3(a)), accruing during the term of a Transaction Document Term (that is, not arising or resulting from a breach by the Certegy Equifax Group before such effective date the Commencement Date or after the termination date of such Transaction Documentthis Agreement) regarding any Third Party Agreement covered by such Transaction DocumentAgreement; provided, however, IBM 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 (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under such Transaction Document including, without limitation, obtaining any Required Consent * for which it has responsibility or (ii) to the extent arising out of or result resulting from Certegy failing to perform its obligations under the Agreement including obtaining any Required Consent Equifax * for which it has responsibility; c(d) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM 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 a member of the Certegy Equifax Group; d(e) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Certegy Equifax Group which are obligations of IBM under this Agreement; * Information omitted pursuant to a confidential treatment request under Rule 24b-2 of the Agreement;Securities Exchange Act of 1934 and filed separately with the SEC. e(f) any Claim for violation of environmental laws or regulations arising out of the this Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Certegy Equifax Group sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; f(g) any Claims directly attributable to IBM's ’s decision to request that Certegy cancel, substitute, terminate, change, add or breach any Third Party Agreement * and Certegy's assent to and compliance with such decision Equifax’s * and Losses (not to exceed the financial estimate specified in Section 3.8(d) incurred by Certegy Equifax associated with such decision by IBM and compliance by Certegy*; g(h) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Certegy Equifax under the terms of the this Agreement) arising out of or resulting from IBM issuing an incorrect invoice or other information * provided to Certegy Equifax in writing regarding its charges * to Certegy for the Services to CertegyEquifax; h(i) any Claims by any Affected Transferred Employees arising out in respect of which IBM is obliged to indemnify Equifax 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 IBM and/or its Affiliates, except to the extent any such Claim arises from a wrongful act of Certegy and/or its Affiliates and/or subcontractorsSchedule D (Human Resources); and i(j) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of Section 4.6 * of this Master Agreement to the extent that such regulatory approvals, permits, laws and regulatory requirements CERTEGY/IBM CONFIDENTIAL * are of specific application to the provision of information technology services the Services by IBM and/or its Affiliates to the Certegy Equifax Group under the this Agreement. . (k) In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM'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, IBM, 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 IBM. IBM will indemnify and hold each member of the Certegy Equifax Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each an "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 markxxxx, 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 aspect of the Services (including without limitation any information technology, information management and communications services, equipment, software or other resources) provided by IBM and/or its Affiliates or subcontractors in its performance of the Services; Equifax / IBM Confidential provided, however, IBM will have no obligation with respect to any Losses to the extent arising from or in connection with Claims for copyright infringement and/or breach of software licenses related to the CERTEGY/IBM CONFIDENTIAL Services committed by an Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under the Agreement including, without limitation, obtaining any Required Consent for which it has responsibility; and provided, further, that IBM will have no obligation with respect to any Losses to the extent arising out of or in connection with an Indemnitee's modification of a program or a machine provided by IBM and/or its Affiliates or subcontractors, or an Indemnitee's combination, operation or use of the services, equipment, software or other resources provided by IBM and/or its Affiliates or subcontractors with devices, data, programs or other resources not furnished by, through or at the specification of IBM or its Affiliates or subcontractors, or an Indemnitee's use of equipment or software provided by IBM and/or its Affiliates to such 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 Certegy Equifax from IBM,; b) any Claims, however described (including without limitation, failure to obtain Required Consents or arising from IBM's exercise of its rights to terminate, modify or change the Third Party Agreements pursuant to Section SECTION 8.3(a)), accruing during the term of a Transaction Document (that is, not arising or resulting from a breach by the Certegy Equifax Group before such effective date or after the termination date of such Transaction Document) regarding any Third Party Agreement covered by such Transaction Document; provided, however, IBM 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 (i) committed by any Indemnitee or any employee of an Indemnitee that is not the result of IBM and/or its Affiliates or subcontractors failing to perform its obligations under such Transaction Document including, without limitation, obtaining any Required Consent for which it has responsibility or (ii) to the extent arising out of or result from Certegy Equifax failing to perform its obligations under the Agreement including obtaining any Required Consent for which it has responsibility; c) any Claims for personal injuries, death or damage to tangible personal or real property of third parties including employees of IBM, its Affiliates, contractors and subcontractors caused by the negligence or willful misconduct of IBM, its employees, Affiliates, contractors or subcontractors; provided that IBM 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 a member of the Certegy Equifax Group; d) any Claims for amounts, including but not limited to taxes, interest and penalties, assessed or claimed against the Certegy Equifax Group which are obligations of IBM under the Agreement; e) any Claim for violation of environmental laws or regulations arising out of the Agreement or as a result of the Services performed at the Facilities, the Data Center or the other Certegy Equifax sites or locations to the extent IBM or its Affiliates or subcontractors has caused the environmental damage or violation of the environmental laws or regulations from which the Claim arises; f) any Claims directly attributable to IBM's decision to request that Certegy Equifax cancel, substitute, terminate, change, add or breach any Third Party Agreement and CertegyEquifax's assent to and compliance with such decision and Losses (not to exceed the financial estimate specified in Section 3.8(d)) incurred by Certegy Equifax associated with such decision by IBM and compliance by CertegyEquifax; g) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Certegy Equifax under the terms of the Agreement) arising out of or resulting from IBM issuing an incorrect invoice or other information provided to Certegy Equifax in writing regarding its charges to Certegy Equifax for the Services to Certegy;Equifax; and Equifax / IBM Confidential h) any Claims by any Affected Employees arising out of or resulting from their employment, or the termination of their employment, with IBM and/or its Affiliates, except to the extent any such Claim arises from a wrongful act of Certegy Equifax and/or its Affiliates and/or subcontractors; and i) any Claims arising out of or resulting from a breach by IBM and/or its Affiliates of Section 4.6 of this Master Agreement to the extent that such regulatory approvals, permits, laws and regulatory requirements CERTEGY/IBM CONFIDENTIAL are of specific application to the provision of information technology services by IBM and/or its Affiliates to the Certegy Group under the Agreement. In the event and to the extent that a Claim is made against an Indemnitee by an employee of IBM, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that IBM shall indemnify and hold harmless the Indemnitee to the same extent as if the Claim was made by a non-employee of IBM, its contractors or subcontractors. IBM'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, IBM, 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.