Common use of Indemnity by Service Provider Clause in Contracts

Indemnity by Service Provider. (a) Service Provider will indemnify, defend and hold each member of the Client Group and their successors and assigns, and 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 “Client Indemnitee”) harmless from and against any and all claims and Losses arising from any third party claims based upon or resulting from the following, or allegations of the following: (i) infringement of any patent or 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 (including without limitation any 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 of Service Provider and Service Provider Representatives caused by the tortious conduct, negligence or willful misconduct of 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 in 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) 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 a Transitioned Employee’s employment or termination of employment with Service Provider or its Affiliates on and after the Transitioned Employee’s Start Date; (ii) Service Provider’s breach of Schedule J or its Appendices under the applicable Service Agreement; and (iii) bodily injury or damage to tangible property arising from the negligent acts or omissions of Service Provider or Service Provider Staff using Client Facilities or located in Client Premises.

Indemnity by Service Provider. (a) Service Provider will indemnify, defend and hold each member of the Client Group and their successors and assigns, and 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 “Client Indemnitee”) harmless from and against any and all claims and Losses arising from any third party claims based upon or resulting from the following, or allegations of the following: (i) infringement of any patent or 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 (including without limitation any 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 of Service Provider and Service Provider Representatives caused by the tortious conduct, negligence or willful misconduct of 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 in 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; 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) 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 a Transitioned Employee’s employment or termination of employment with Service Provider or its Affiliates on and after the Transitioned Employee’s Start Date; (ii) Service Provider’s breach of Schedule J or its Appendices under the applicable Service Agreement; and (iii) bodily injury or damage to tangible property arising from the negligent acts or omissions of Service Provider or Service Provider Staff using Client Facilities or located in Client Premises.

Indemnity by Service Provider. (a) 7.1 Service Provider will hereby agrees and undertakes to indemnify, keep indemnified, defend and hold each member of harmless the Client Group IDBI Bank and their successors and assigns, and the respective its officers, directors, employees, agentsrepresentatives and agents against all losses, and contractors claims, damages, penalties, costs or expenses, duties, of each any kind whatsoever which may arise on account of thembreach of warranty representations, and un authorized acts, fraud, deed or any other acts of Service Provider or any of its Personnel, incurred or to be incurred by the successors IDBI Bank or its employees as a result of such officersany act, directorsomission or commission, 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, agents 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 contractors (each a “Client Indemnitee”b) harmless provided all reasonable co-operation and assistance by IDBI Bank to enable the Service Provider to defend or settle such claims with full co-operation from and against any and all claims and Losses arising IDBI Bank towards the same. 7.5 Each Party agrees to refrain from admitting liability or otherwise compromising any third party claims based upon claim in whole or resulting from in part without consulting the followingother, or allegations of the following: (i) infringement of any patent or 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 (including without limitation any 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 required by Client), or other resources) used or provided by Applicable Laws. 7.6 The responsibility of the Service Provider and/or Service Provider Representatives to indemnify set forth in Service Provider’s performance this Clause and the obligations there under shall survive the termination of the Services; provided, however, that Service Provider will have no obligation this Agreement for any reason whatsoever with respect regard to any indemnity claims or Losses to the extent arising out of or in connection with (i) a Client Indemnitee’s modification of any Software, hardware relation to the performance or similar resource; (ii) a Client Indemnitee’s combination, operation or use of the equipment, Software or other resources provided by a non-performance hereof. 7.7 Service Provider Indemnitee with devicesshall be liable to pay monetary damages to IDBI Bank for any loss incurred or suffered by IDBI Bank on account of delayed Courier Services, datadeficient Courier Services, programs loss of documents/deliverables, inadequate Courier Services or other resources not furnished by a interruption in the Courier Services for reasons directly and solely attributable to Service Provider. The Service Provider Indemnitee; shall also be responsible to settle all or (iii) any use by claims relating to a Client Indemnitee violation of devicesa third party license, 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), (iiintellectual property right(s) or (iii) above was at the written request for any liability 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 injuriesclaim for bodily injury, death or damage damages to tangible personal or real property of third parties including employees of Service Provider and Service Provider Representatives caused by or person. This clause will survive the tortious conductexpiration, negligence or willful misconduct of 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 in 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) 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 a Transitioned Employee’s employment cancellation or termination of employment with Service Provider or its Affiliates on and after the Transitioned Employee’s Start Date; (ii) Service Provider’s breach of Schedule J or its Appendices under the applicable Service this Agreement; and (iii) bodily injury or damage to tangible property arising from the negligent acts or omissions of Service Provider or Service Provider Staff using Client Facilities or located in Client Premises.

Indemnity by Service Provider. Subject to the provisions of Section 8.3 (a) “Indemnification Procedure”), Service Provider will agrees to indemnify, defend and hold each member of the Client Group Customer, its affiliates, and their successors and assigns, and 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 “Client IndemniteeCustomer Indemnitees”) harmless from and against any and all claims liabilities, losses, damages, costs, and Losses arising 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 claims based upon copyright or resulting from trade secret right in the following, United States or allegations the European Union by Service Provider or its contractors due to the use by the Customer Indemnitees of the following: 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) infringement of any patent compliance with Customer’s specifications or requirements, (ii) an addition to or modification by Customer or any copyrightthird party to the Deliverables that causes the Deliverables to become infringing, trademark, service xxxx, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract (iii) a combination of the Deliverables with other products or arising under Law, by equipment, materials and other resources (including without limitation any 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 items not supplied by Service Provider (except to Provider, if such infringement could have been avoided either by the extent such Commissioned Works were specified by Client)use of the Deliverables with commercially acceptable non-infringing products or items. Notwithstanding the foregoing, should any Deliverable become, or other resources) used or provided by Service Provider and/or Service Provider Representatives in Service Provider’s performance opinion be likely to become, the subject of the Services; providedany such suit or action for infringement, 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 Softwaremay, 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 at 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)option and expense, (ii1) procure for Customer the right to continue using such Deliverable, (2) replace or (iii) above was at the written request or direction ofmodify by such Deliverable so that it becomes non- infringing, 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 of Service Provider and Service Provider Representatives caused by the tortious conduct, negligence or willful misconduct of 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 in 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 shall extinguish 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) 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 followinghereunder, or allegations of the following on or after the Service Agreement Effective Date: (i3) any claim by a Transitioned Employee arising out of or relating to a Transitioned Employee’s employment or termination of employment with Service Provider or its Affiliates on and after the Transitioned Employee’s Start Date; (ii) if in Service Provider’s breach judgment neither of Schedule J or its Appendices under such alternatives is commercially reasonable, refund the amount paid by Customer for the applicable Service Agreement; and (iii) bodily injury or damage to tangible property arising from the negligent acts or omissions of Service Provider or Service Provider Staff using Client Facilities or located in Client PremisesDeliverable, amortized on a five-year, straight-line basis.