Indemnity by Service Provider. Service Provider agrees to indemnify and hold PeopleSoft harmless from any claims, suits, proceedings, losses, liabilities, damages, costs and expenses (inclusive of PeopleSoft's reasonable attorneys' fees) made against or incurred by PeopleSoft as a result of negligence, misrepresentation, error or omission on the part of Service Provider or representatives of Service Provider. Service Provider shall be solely responsible for, and shall indemnify and hold PeopleSoft harmless from, any claims, warranties or representations made by Service Provider or Service Provider's employees or agents that differ from the warranty provided by PeopleSoft in its then current PeopleSoft License Agreement; provided, however, that PeopleSoft (i) notifies Service Provider in writing within ten (10) days of such claim, suit or proceeding, (ii) gives Service Provider the right to control and direct the investigation, preparation, defense and settlement of any claim suit or proceeding; and (iii) gives assistance and full cooperation for the defense of same. Service Provider shall pay any resulting damages, costs and expenses finally awarded to a third party but Service Provider is not liable for settlements incurred by PeopleSoft without Service Provider's written authorization.
Appears in 3 contracts
Samples: Outsourcing Agreement (Corio Inc), Outsourcing Agreements (Corio Inc), Outsourcing Agreement (Corio Inc)
Indemnity by Service Provider. Service Provider agrees to indemnify and hold PeopleSoft harmless from any claims, suits, proceedings, losses, liabilities, damages, costs and expenses (inclusive of PeopleSoft's reasonable attorneys' fees) made against or incurred by PeopleSoft as a result of negligence, misrepresentation, error or omission on the part of Service Servicer Provider or representatives of Service Provider. Service Provider shall be solely responsible for, and shall indemnify and hold PeopleSoft harmless from, any claims, warranties or representations made by Service Provider or Service Provider's employees or agents that differ from the warranty provided by PeopleSoft in its then current PeopleSoft License End User Agreement; provided, however, that PeopleSoft (i) notifies Service Provider in writing within ten (10) days of such claim, suit or proceeding, (ii) gives Service Provider the right to control and direct the investigation, preparation, defense and settlement of any claim suit or proceeding; and (iii) gives assistance and full cooperation co-operation for the defense of same. Service Provider shall pay any resulting damages, costs and expenses finally awarded to a third party but Service Provider is not liable for settlements incurred by PeopleSoft without Service Provider's written authorization.
Appears in 2 contracts
Samples: Outsourcing Agreement (Usinternetworking Inc), Outsourcing Agreements (Usinternetworking Inc)