Common use of Indemnity by Service Provider Clause in Contracts

Indemnity by Service Provider. Subject to the provisions of Section 8.3 (“Indemnification Procedure”), Service Provider agrees to indemnify, defend and hold Customer, its affiliates, and their respective officers, directors, employees, and agents (“Customer Indemnitees”) harmless from and against any and all liabilities, losses, damages, costs, and expenses (“Losses”), and any attorneys’ fees and expenses relating to its defense, resulting from any suit or action brought against the Customer Indemnitees due to (a) any injuries suffered by Service Provider employees except for injuries caused by negligence or intentional harm of Customer or its employees or agents, or (b) subject to the provisions of Sections 9.1 (“Waiver of Indirect Damages”) and 9.2 (“Limitation of Liability”), infringement of any third party copyright or trade secret right in the United States or the European Union by Service Provider or its contractors due to the use by the Customer Indemnitees of the Service Provider Technology incorporated in the Deliverables. Service Provider shall not be obligated to defend or be liable for Losses if the infringement claim arises out of (i) compliance with Customer’s specifications or requirements, (ii) an addition to or modification by Customer or any third party to the Deliverables that causes the Deliverables to become infringing, or (iii) a combination of the Deliverables with other products or items not supplied by Service Provider, if such infringement could have been avoided either by the use of the Deliverables with commercially acceptable non-infringing products or items. Notwithstanding the foregoing, should any Deliverable become, or in Service Provider’s opinion be likely to become, the subject of any such suit or action for infringement, Service Provider may, at Service Provider’s option and expense, (1) procure for Customer the right to continue using such Deliverable, (2) replace or modify by such Deliverable so that it becomes non- infringing, which shall extinguish Service Provider’s obligations hereunder, or (3) if in Service Provider’s judgment neither of such alternatives is commercially reasonable, refund the amount paid by Customer for the applicable Deliverable, amortized on a five-year, straight-line basis.

Indemnity by Service Provider. Subject to the provisions of Section 8.3 (“Indemnification Procedure”), 7.1 Service Provider hereby agrees and undertakes to indemnify, keep indemnified, defend and hold Customer, harmless the IDBI Bank and its affiliates, and their respective officers, directors, employees, representatives and agents (“Customer Indemnitees”) harmless from and against any and all liabilitieslosses, lossesclaims, damages, costspenalties, and expenses (“Losses”)costs or expenses, and duties, of any attorneys’ fees and expenses relating to its defensekind whatsoever which may arise on account of breach of warranty representations, resulting from un authorized acts, fraud, deed or any suit or action brought against the Customer Indemnitees due to (a) any injuries suffered by other acts of Service Provider employees except for injuries caused or any of its Personnel, incurred or to be incurred by negligence or intentional harm of Customer the IDBI Bank or its employees as a result of any act, omission or agentscommission, negligence or (any other reasons whatsoever, on the part of Service Provider or any of its Personnel, 7.2 For the purposes of this Agreement, the Service Provider shall include the Service Provider, its personnel, employees, consultants and/or other authorized persons. 7.3 IDBI Bank shall have no liability whatsoever for any injury to the Service Provider and/or its personnel /staff caused or suffered in the course of performance of the obligations by the Service Provider in terms of this Agreement. 7.4 The Service Provider shall be: a) provided prompt notice of any such claim upon such claim arising; and b) subject provided all reasonable co-operation and assistance by IDBI Bank to enable the provisions of Sections 9.1 (“Waiver of Indirect Damages”) and 9.2 (“Limitation of Liability”), infringement of Service Provider to defend or settle such claims with full co-operation from IDBI Bank towards the same. 7.5 Each Party agrees to refrain from admitting liability or otherwise compromising any third party copyright claim in whole or trade secret right in part without consulting the United States or the European Union by Service Provider or its contractors due other, except to the use extent required by the Customer Indemnitees Applicable Laws. 7.6 The responsibility of the Service Provider Technology incorporated to indemnify set forth in this Clause and the Deliverables. obligations there under shall survive the termination of this Agreement for any reason whatsoever with regard to any indemnity claims arising out of or in relation to the performance or non-performance hereof. 7.7 Service Provider shall not be obligated to defend or be liable to pay monetary damages to IDBI Bank for Losses if any loss incurred or suffered by IDBI Bank on account of delayed Courier Services, deficient Courier Services, loss of documents/deliverables, inadequate Courier Services or interruption in the infringement claim arises out of (i) compliance with Customer’s specifications or requirements, (ii) an addition Courier Services for reasons directly and solely attributable to or modification by Customer Service Provider. The Service Provider shall also be responsible to settle all or any claims relating to a violation of a third party license, intellectual property right(s) or for any liability or claim for bodily injury, death or damages to real property or person. This clause will survive the Deliverables that causes the Deliverables to become infringingexpiration, cancellation or (iii) a combination termination of the Deliverables with other products or items not supplied by Service Provider, if such infringement could have been avoided either by the use of the Deliverables with commercially acceptable non-infringing products or items. Notwithstanding the foregoing, should any Deliverable become, or in Service Provider’s opinion be likely to become, the subject of any such suit or action for infringement, Service Provider may, at Service Provider’s option and expense, (1) procure for Customer the right to continue using such Deliverable, (2) replace or modify by such Deliverable so that it becomes non- infringing, which shall extinguish Service Provider’s obligations hereunder, or (3) if in Service Provider’s judgment neither of such alternatives is commercially reasonable, refund the amount paid by Customer for the applicable Deliverable, amortized on a five-year, straight-line basisthis Agreement.

Indemnity by Service Provider. Subject to the provisions of Section 8.3 (“Indemnification Procedure”), a) Service Provider agrees to will indemnify, defend and hold Customer, its affiliateseach member of the Client Group and their successors and assigns, and their the respective officers, directors, employees, agents, and contractors of each of them, and the successors of such officers, directors, employees, agents and contractors (each a “Customer IndemniteesClient Indemnitee”) harmless from and against any and all liabilities, losses, damages, costs, claims and expenses (“Losses”), and Losses arising from any attorneys’ fees and expenses relating to its defense, third party claims based upon or resulting from the following, or allegations of the following: (i) infringement of any suit patent or action brought against the Customer Indemnitees due to any copyright, trademark, service xxxx, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under Law, by equipment, materials and other resources (a) including without limitation any injuries suffered information technology, information management and communications services, equipment, Service Provider Proprietary Software and Materials, Service Provider Third Party Software and Materials, Commissioned Works whether owned by Client or by Service Provider (except to the extent such Commissioned Works were specified by Client), or other resources) used or provided by Service Provider and/or Service Provider Representatives in Service Provider’s performance of the Services; provided, however, that Service Provider will have no obligation with respect to any claims or Losses to the extent arising out of or in connection with (i) a Client Indemnitee’s modification of any Software, hardware or similar resource; (ii) a Client Indemnitee’s combination, operation or use of the equipment, Software or other resources provided by a Service Provider Indemnitee with devices, data, programs or other resources not furnished by a Service Provider Indemnitee; or (iii) any use by a Client Indemnitee of devices, data, programs or other resources furnished by Service Provider in a manner materially contravening Service Provider’s express written instructions to such Client Indemnitee, except to the extent in each case that any of the activities described in Sections (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Service Provider and/or Service Provider Representatives in which case Service Provider has the obligation to indemnify, defend and hold harmless; and provided that in the case of (iii) Service Provider is required to provide Client Indemnitee with a reasonable time period to stop the contravening use; (ii) personal injuries, death or damage to tangible personal or real property of third parties including employees except for injuries of Service Provider and Service Provider Representatives caused by the tortious conduct, negligence or intentional harm willful misconduct of Customer or Service Provider, its employees and Service Provider Representatives; provided that Service Provider will have no obligation under this Section 23.01 (ii) to the extent the same arise out of or agentsin connection with the tortious conduct, negligence or willful misconduct of a member of the Client Group or any other Client Indemnitee; (iii) Taxes assessed or claimed against the Client Group which are obligations of Service Provider under this Agreement or result from breach of obligations of Service Provider under this Agreement, except where Service Provider is following instructions from Client Group, including, without limitation, any fines, penalties, administrative fees or the like payable by Client to any Government Authority (whether or not a taxing entity) arising from Service Provider’s failure to comply with its obligations under this Agreement. For the avoidance of doubt the amounts for which Service Provider is indemnify Client Indemnitee under this (iii) include remittances and moneys otherwise payable by Service Provider (for example as part of the provision of payroll Services) to any Governmental Authority as part of the Services provided by the Service Provider; (iv) Service Provider breaches of its obligations under Article 19; and (v) Service Provider breaches of its obligations under Article 8 except where Service Provider is following instructions from Client Group or the terms of Client Group’s benefits programs and designs, policies, procedures or guidelines. (b) subject Service Provider will indemnify, defend and hold each Client Indemnitee harmless from and against any and all claims and Losses based upon or resulting from the following, or allegations of the following on or after the Service Agreement Effective Date: (i) any claim by a Transitioned Employee arising out of or relating to the provisions a Transitioned Employee’s employment or termination of Sections 9.1 (“Waiver of Indirect Damages”) and 9.2 (“Limitation of Liability”), infringement of any third party copyright or trade secret right in the United States or the European Union by employment with Service Provider or its contractors due to Affiliates on and after the use by the Customer Indemnitees of the Service Provider Technology incorporated in the Deliverables. Service Provider shall not be obligated to defend or be liable for Losses if the infringement claim arises out of (i) compliance with CustomerTransitioned Employee’s specifications or requirements, Start Date; (ii) an addition to Service Provider’s breach of Schedule J or modification by Customer or any third party to its Appendices under the Deliverables that causes the Deliverables to become infringing, or applicable Service Agreement; and (iii) a combination bodily injury or damage to tangible property arising from the negligent acts or omissions of the Deliverables with other products or items not supplied by Service Provider, if such infringement could have been avoided either by the use of the Deliverables with commercially acceptable non-infringing products or items. Notwithstanding the foregoing, should any Deliverable become, or in Service Provider’s opinion be likely to become, the subject of any such suit or action for infringement, Service Provider may, at or Service Provider’s option and expense, (1) procure for Customer the right to continue Provider Staff using such Deliverable, (2) replace Client Facilities or modify by such Deliverable so that it becomes non- infringing, which shall extinguish Service Provider’s obligations hereunder, or (3) if located in Service Provider’s judgment neither of such alternatives is commercially reasonable, refund the amount paid by Customer for the applicable Deliverable, amortized on a five-year, straight-line basisClient Premises.

Indemnity by Service Provider. Subject to the provisions of Section 8.3 (“Indemnification Procedure”), a) Service Provider agrees to will indemnify, defend and hold Customer, its affiliateseach member of the Client Group and their successors and assigns, and their the respective officers, directors, employees, agents, and contractors of each of them, and the successors of such officers, directors, employees, agents and contractors (each a “Customer IndemniteesClient Indemnitee”) harmless from and against any and all liabilities, losses, damages, costs, claims and expenses (“Losses”), and Losses arising from any attorneys’ fees and expenses relating to its defense, third party claims based upon or resulting from the following, or allegations of the following: (i) infringement of any suit patent or action brought against the Customer Indemnitees due to any copyright, trademark, service xxxx, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under Law, by equipment, materials and other resources (a) including without limitation any injuries suffered information technology, information management and communications services, equipment, Service Provider Proprietary Software and Materials, Service Provider Third Party Software and Materials, Commissioned Works whether owned by Client or by Service Provider (except to the extent such Commissioned Works were specified by Client), or other resources) used or provided by Service Provider and/or Service Provider Representatives in Service Provider’s performance of the Services; provided, however, that Service Provider will have no obligation with respect to any claims or Losses to the extent arising out of or in connection with (i) a Client Indemnitee’s modification of any Software, hardware or similar resource; (ii) a Client Indemnitee’s combination, operation or use of the equipment, Software or other resources provided by a Service Provider Indemnitee with devices, data, programs or other resources not furnished by a Service Provider Indemnitee; or (iii) any use by a Client Indemnitee of devices, data, programs or other resources furnished by Service Provider in a manner materially contravening Service Provider’s express written instructions to such Client Indemnitee, except to the extent in each case that any of the activities described in Sections (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Service Provider and/or Service Provider Representatives in which case Service Provider has the obligation to indemnify, defend and hold harmless; and provided that in the case of (iii) Service Provider is required to provide Client Indemnitee with a reasonable time period to stop the contravening use; (ii) personal injuries, death or damage to tangible personal or real property of third parties including employees except for injuries of Service Provider and Service Provider Representatives caused by the tortious conduct, negligence or intentional harm willful misconduct of Customer or Service Provider, its employees and Service Provider Representatives; provided that Service Provider will have no obligation under this Section 23.01 (ii) to the extent the same arise out of or agentsin connection with the tortious conduct, negligence or willful misconduct of a member of the Client Group or any other Client Indemnitee; (iii) Taxes assessed or claimed against the Client Group which are obligations of Service Provider under this Agreement or result from breach of obligations of Service Provider under this Agreement, except where Service Provider is following instructions from Client Group, including, without limitation, any fines, penalties, administrative fees or the like payable by Client to any Government Authority (whether or not a taxing entity) arising from Service Provider’s failure to comply with its obligations under this Agreement. For the avoidance of doubt the amounts for which Service Provider is indemnify Client Indemnitee under this (iii) include remittances and moneys otherwise payable by Service Provider (for example as part of the provision of payroll Services) to any Governmental Authority as part of the Services provided by the Service Provider; (iv) Service Provider breaches of its obligations under Article 19; (v) Service Provider breaches of its obligations under Article 8 except where Service Provider is following instructions from Client Group or the terms of Client Group’s benefits programs and designs, policies, procedures or guidelines; and (vi) As of [***]*, Service Provider breaches of its obligations under Section 6.06 except where Service Provider or Service Provider Representatives are following instructions from Client Group that are contrary to the terms of a Right to Use Agreement with regard to such Right to Use Agreements. (b) subject Service Provider will indemnify, defend and hold each Client Indemnitee harmless from and against any and all claims and Losses based upon or resulting from the following, or allegations of the following on or after the Service Agreement Effective Date: (i) any claim by a Transitioned Employee arising out of or relating to the provisions a Transitioned Employee’s employment or termination of Sections 9.1 (“Waiver of Indirect Damages”) and 9.2 (“Limitation of Liability”), infringement of any third party copyright or trade secret right in the United States or the European Union by employment with Service Provider or its contractors due to Affiliates on and after the use by the Customer Indemnitees of the Service Provider Technology incorporated in the Deliverables. Service Provider shall not be obligated to defend or be liable for Losses if the infringement claim arises out of (i) compliance with CustomerTransitioned Employee’s specifications or requirements, Start Date; (ii) an addition to Service Provider’s breach of Schedule J or modification by Customer or any third party to its Appendices under the Deliverables that causes the Deliverables to become infringing, or applicable Service Agreement; and (iii) a combination bodily injury or damage to tangible property arising from the negligent acts or omissions of the Deliverables with other products or items not supplied by Service Provider, if such infringement could have been avoided either by the use of the Deliverables with commercially acceptable non-infringing products or items. Notwithstanding the foregoing, should any Deliverable become, or in Service Provider’s opinion be likely to become, the subject of any such suit or action for infringement, Service Provider may, at or Service Provider’s option and expense, (1) procure for Customer the right to continue Provider Staff using such Deliverable, (2) replace Client Facilities or modify by such Deliverable so that it becomes non- infringing, which shall extinguish Service Provider’s obligations hereunder, or (3) if located in Service Provider’s judgment neither of such alternatives is commercially reasonable, refund the amount paid by Customer for the applicable Deliverable, amortized on a five-year, straight-line basisClient Premises.