Common use of Indemnity by Supplier Clause in Contracts

Indemnity by Supplier. SUPPLIER shall indemnify, hold harmless, and at Mobileye’s request, defend Mobileye, its officers, directors, direct and indirect customers, agents, employees, and licensees against all claims, liabilities, damages, losses and expenses, including, reasonable attorneys’ fees, arising out of or relating to any breach by SUPPLIER any term or condition of this Agreement. any negligence or willful misconduct of SUPPLIER or its agents, any defect in manufacture of Products in accordance with the provisions of this Agreement (other than those caused by designs or SOW manufacturing instructions provided by Mobileye, or by the use of a third party component that Mobileye requires SUPPLIER to use notwithstanding SUPPLIER’s objection to the use thereof) (collectively, “Mobileye Requirements”), and any alleged or actual violation of any third party intellectual property right by any Component, equipment or service provided by SUPPLIER, other than those caused by Mobileye Requirements. Subject to the provisions of this Agreement, such cost and damages shall not include punitive or consequential damages, lost revenue or profits; but for example, a claim by a customer which is a fleet of heavy trucks or other commercial vehicles, for losses, costs and damages resulting from inability to use the said vehicle as a result of the said failure, shall be included under SUPPLIER’s liability. SUPPLIER shall not settle any suit or claim without Mobileye’s prior written approval which shall not be unreasonably withheld. Without limitation of the foregoing, SUPPLIER agrees to pass through to Mobileye and its direct and indirect customers and licensees all warranties and indemnity coverage provided by SUPPLIER’s suppliers. Should any Product, Component or service provided by SUPPLIER not included in the Mobileye Requirements be enjoined or be the subject of any legal proceeding or should grounds for any of the foregoing exist, SUPPLIER shall, at is sole cost and expense and in Mobileye’s sole discretion, either (i) substitute fully equivalent non-infringing Components, Products or services; (ii) modify the Components, Product or services so that they no longer infringe but remain fully functionally equivalent; (iii) obtain for Mobileye, its distributors, subcontractors, customers or licensees the right to continue using the Products, Component or service; or (iv) if none of the foregoing is possible, refund all amounts paid for the Infringing Products, Components or services.

Indemnity by Supplier. SUPPLIER PROVISION OF SERVICES (a) Supplier shall indemnify, hold harmless and defend J&R, Xxxxxxxx and their employees, agents, consultants, servants and representatives from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorney's fees and costs, of whatever nature, attributable to injury, sickness, disease or death, or to injury or destruction of property, including loss of use resulting therefrom, directly or indirectly, caused by or arising out of any action, omission or operation under this Agreement or the Customer Contracts, including the negligent acts or omissions of J&R, Xxxxxxxx and their employees, agents, servants and representatives, or in connection with the Services attributable in whole or in part to Supplier, any subcontractor, any materialmen, or any of their respective employees, agents, servants and representatives, or any other person; provided, however, that Supplier shall not be required to indemnify J&R, Customer or their employees, agents, servants and representatives hereunder for any such claims, damages, losses and liabilities, caused solely and exclusively by the negligence of J&R, Customer or their employees, agents, servants and representatives where such indemnification is contrary to law. It is the intent of the Parties that Supplier shall indemnify J&R, Customer and their employees, agents, servants and representatives to the fullest extent permitted by law. Without in any manner limiting the generality of the foregoing indemnity, the Supplier further agrees as follows: (b) If corrective work is required or fines or legal costs are assessed against Customer or J&R by a government agency due to non-compliance by Supplier with any laws, regulations, environmental requirements or breach of any duty contained in this Agreement or the Customer Contracts, or if the Services of Supplier or the work at the Customer facility, or any part thereof, is stopped by order of a governmental agency due to the Supplier's noncompliance with any such laws, regulations or environmental requirements, or if Customer, the construction manager (if any) or J&R incur any loss or liability due to any breach or default by Supplier of its obligations, Supplier will indemnify and hold harmless Customer, the construction manager and J&R against any and all losses, liabilities, damages, claims, costs and reasonable attorney's fees and costs suffered or incurred on account of the failure of Supplier to comply therewith. (c) Should Customer or J&R be joined as a party in any action or proceeding arising out of the violation or an alleged violation of the federal wage and hour law in the performance of this Agreement or the Customer Contracts, Supplier and any subcontractor or materialman violating or alleged to have violated such law, or using or introducing goods manufactured or alleged to have been manufactured in violation of the law, shall defend and hold harmless Customer and J&R in any such action or proceeding and pay and defray any damage, expense and cost of any description by reasons thereof, including reasonable attorneys fees and costs. (d) In the event of any accident or occurrence resulting in injury, death, sickness or disease to persons or damage to property, Supplier shall immediately notify J&R and C:\Users\Brainwaves\Desktop\wip\jr-Supplier-Agreement.doc Customer of the accident or occurrence and shall submit a written report within three (3) calendar days. (e) In claims against any person or entity indemnified under this Section 4.4 by an employee of Supplier, any subcontractor of Supplier, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section 4.4 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for Supplier or a subcontractor of Supplier. At the time of Supplier's final application for payment, Supplier shall identify in writing to J&R and Customer any outstanding claims, actual or threatened, known to Supplier, by any subcontractor or materialman at any tier, including but not limited to any claim for equitable adjustment or equitable compensation based on purported delay, acceleration, or other changes (or refusal to change) in scheduling, deadlines, or milestones; lack of access; stacking of trades; impact claims, labor inefficiencies; loss of productivity; or any conduct or omissions of J&R or Customer. For any claims except those based solely on J&R's or Customer's conduct or omissions, and for any and all claims not specifically identified by Supplier to J&R as provided herein, Supplier shall indemnify, hold harmless, and at Mobileye’s request, defend Mobileye, its officers, directors, direct J&R and indirect customersXxxxxxxx and their employees, agents, servants, and representatives from and against any and all such claims, damages, losses, liabilities, and expenses, including reasonable attorney's fees and costs, of whatever nature, arising from or purporting to arise from the conduct or omissions of J&R or Customer. This indemnification shall not be exclusive of any other right of indemnification, contribution, setoff, credit, or apportionment J&R may otherwise have. It is the intent of the Parties that Supplier shall indemnify J&R, Customer and their employees, agents, servants and licensees representatives to the fullest extent permitted by law. (f) Supplier shall pay all costs, damages, losses, liabilities, and expenses incurred by J&R or Customer in the enforcement of this Agreement, including reasonable attorney's fees. (g) It is expressly understood and agreed that the Supplier’s obligations to indemnify, hold harmless and defend J&R, Xxxxxxxx and the other indemnitees hereunder shall survive the completion or earlier termination of performance under this Agreement and/or the Customer Contracts. MANUFACTURE OF PRODUCTS (a) Supplier shall indemnify, defend and hold harmless J&R, Xxxxxxxx and and their respective directors, officers, agents, representatives and employees (collectively, the "Indemnified Parties") against any and all claims, losses, liabilities, settlements, damages (including consequential and incidental damages, losses ) and expenses, expenses (including, but not limited to, interest, penalties, reasonable attorneys’ feesfees of attorneys and other professionals), which may arise directly or indirectly, in whole or in part, from any claims that may be raised in connection with or arising out from the manufacture of or relating to any the Products hereunder, including without limitation, (i) Supplier's breach by SUPPLIER any term or condition of this Agreement. Agreement or any representations or warranties contained herein, (ii) any recall campaign instituted by Customer or a governmental agency which includes the C:\Users\Brainwaves\Desktop\wip\jr-Supplier-Agreement.doc Products, (iii) any products liability action brought for on account of personal injury, death or property damage caused by or resulting from the manufacture, construction, design, formulation, preparation, assembly, labeling or testing of the Products, (iv) the negligence or willful misconduct of SUPPLIER Supplier or its agents, affiliates or representatives, (v) non-compliance with any defect in manufacture of Products in accordance with the provisions of this Agreement (other than those caused by designs legal or SOW manufacturing instructions provided by Mobileyerequirements, or (vi) claims by the use third parties for infringement of a third party component that Mobileye requires SUPPLIER to use notwithstanding SUPPLIER’s objection intellectual property rights related to the use thereofProducts. (b) Supplier hereby releases the Indemnified Parties from any and all manner of liability whatsoever, whether it be in law or in equity, as to any kind and all kinds of damages, which shall include, but not be limited to, personal injury and damage to personal property, resulting to Supplier, its agents, servants or employees in the performance by Supplier under this Agreement. (collectivelyc) In the event of any such claim described in this Section, “Mobileye Requirements”)Supplier agrees to xxxxxx J&R promptly of the claim and permit J&R, at Supplier's sole cost and expense, to assume control of the defense thereof with counsel of J&R's choosing, and any alleged or actual violation Supplier shall cooperate with J&R in such defense at Supplier's expense. (d) This indemnification shall not be exclusive of any third party intellectual property other right by any Componentof indemnification, equipment contribution, xxxxxx, credit, or service provided by SUPPLIERapportionment J&R may otherwise have. It is the intent of the Parties that Supplier shall indemnify J&R, other than those caused by Mobileye Requirements. Subject Customer and their employees, agents, servants and representatives to the provisions fullest extent permitted by law. (e) Supplier shall pay all costs, damages, losses, liabilities, and expenses incurred by J&R or Customer in the enforcement of this Agreement, such cost including reasonable attorney's fees. (f) It is expressly understood and damages agreed that the Supplier’s obligations to indemnify, hold harmless and defend J&R, Xxxxxxxx and the other Indemnified Parties hereunder shall not include punitive survive the completion or consequential damages, lost revenue or profits; but for example, a claim by a customer which is a fleet earlier termination of heavy trucks or other commercial vehicles, for losses, costs and damages resulting from inability to use performance under this Agreement and/or the said vehicle as a result of the said failure, shall be included under SUPPLIER’s liability. SUPPLIER shall not settle any suit or claim without Mobileye’s prior written approval which shall not be unreasonably withheld. Without limitation of the foregoing, SUPPLIER agrees to pass through to Mobileye and its direct and indirect customers and licensees all warranties and indemnity coverage provided by SUPPLIER’s suppliers. Should any Product, Component or service provided by SUPPLIER not included in the Mobileye Requirements be enjoined or be the subject of any legal proceeding or should grounds for any of the foregoing exist, SUPPLIER shall, at is sole cost and expense and in Mobileye’s sole discretion, either (i) substitute fully equivalent non-infringing Components, Products or services; (ii) modify the Components, Product or services so that they no longer infringe but remain fully functionally equivalent; (iii) obtain for Mobileye, its distributors, subcontractors, customers or licensees the right to continue using the Products, Component or service; or (iv) if none of the foregoing is possible, refund all amounts paid for the Infringing Products, Components or servicesCustomer Contracts.

Indemnity by Supplier. SUPPLIER shall indemnify, Supplier will indemnify and hold harmlessharmless Customer and its Affiliates, and at Mobileye’s requestthe respective current, defend Mobileye, its future and former officers, directors, direct and indirect customers, agents, employees, successors and licensees assigns of each of the foregoing, and each of the foregoing Persons (the “Customer Indemnitees”) on demand, from and against any and all claimsLosses incurred by any of them, liabilitiesand shall defend the Customer Indemnitees against: (a) all Claims that any Supplier Assets, damagesWork Product, losses Supplier Software or Services, or Customer’s use thereof (or access or other rights thereto) in connection with the Services, infringe or misappropriate the Intellectual Property Rights of a Third Party; provided, however, that Supplier shall have no liability or obligation to any of the Customer Indemnitees under this paragraph (a) to the extent the claim of infringement or misappropriation is caused by (A) such Customer Indemnitee’s contributions to or unauthorized modification of such item; (B) such Customer Indemnitee’s failure to use corrections or enhancements within a reasonable period of time after such corrections or enhancements are first made available by Supplier, provided (1) Supplier has informed Customer that use of such corrections or enhancements is necessary to avert alleged or actual infringement, (2) such corrections or enhancements are provided to Customer at no additional cost and expenses(3) implementation of such enhancements or corrections would not adversely impact Customer; (C) such Customer Indemnitee’s use of such item in combination with any software, includingproduct or equipment not owned, developed, contemplated or authorized by Supplier, except where Supplier knew or should reasonably have known that such combination would be used by Customer and did not object, or (D) Supplier’s compliance with specifications or directions (including with respect to materials or processes) provided by Customer if such specifications or directions effectively require the infringing activity (i.e., where no reasonably apparent non-infringing alternative is available or permitted by the specifications or directions), unless Supplier had knowledge of the infringement or misappropriation associated with compliance with such specifications or directions and failed to disclose it to Customer. If any such item is held to constitute, or in Supplier’s reasonable attorneys’ feesjudgment is likely to constitute, such an infringement or misappropriation, Supplier will in addition to its indemnity obligations, at its expense and option, and after consultation with Customer regarding Customer’s preference in such event, either: (i) procure the right for Customer Indemnitees to continue using such item; (ii) replace such item with a non-infringing equivalent, provided that such replacement does not result in a degradation of the functionality, performance or quality of the deliverable or item; (iii) modify such tem, or have such item modified, to make it non-infringing, provided that such modification does not result in a degradation of the functionality, performance or quality of the deliverable or item; or (iv) create a feasible workaround that would not have any adverse impact on Customer; (b) all Claims by employees of Supplier or any of its Affiliates or subcontractors for death or bodily injury suffered on or at a Customer facility, except to the extent caused by the negligence or intentional misconduct of Customer or any of its Affiliates or contractors (but excluding Supplier and its Affiliates and subcontractors from such exception); (c) all Claims arising out of any act or omission of Supplier in its capacity as an employer of a Person and arising out of or relating to (i) federal, state or other Laws or regulations for the protection of Persons who are members of a protected class or category of Persons, (ii) sexual discrimination or harassment, and (iii) any other aspect of the employment relationship or its termination (including claims for breach of an express or implied contract of employment) which arose when the Person asserting the claim, demand, charge, actions, cause of action or other proceeding was an employee of Supplier; (d) all Claims resulting from Supplier’s failure to pay it subcontractors, or by subcontractors asserting rights under this Agreement; (e) all Claims for personal injuries, death or damage to tangible personal or real property, including claims of any employee of Customer or any Customer Affiliate (or their respective subcontractors), to the extent caused by acts or omissions of Supplier or any of its Affiliates or subcontractors; (f) all Claims by Government Authorities for fines, penalties, interest or other monetary remedies to the extent resulting from a violation of any Law applicable to Supplier and/or any of its Affiliates and/or subcontractors, by Supplier or any of its Affiliates or subcontractors unless and to the extent such violation is attributable to the acts or omissions of Customer, its Affiliates and/or their contractors in contravention of this Agreement (but excluding Supplier and its Affiliates and subcontractors from such exception); (g) all Claims by any Third Party to which Supplier provides services from the same facilities from which the Services are provided to Customer, except to the extent caused by the negligence or intentional misconduct of Customer or any of its contractors (but excluding Supplier and its Affiliates and subcontractors from such exception); (h) all Claims arising out of Supplier’s failure to observe or perform any duties or obligations to be observed or performed by Supplier on or after the Statement of Work Commencement Date (A) under the Third Party Agreements provided for in Section 9.5(b)(iii), or (B) with respect to Customer Software licensed by Customer from a Third Party, as provided for in Section 10.3(b); provided, however, that Supplier shall have no obligation under this paragraph to the extent (i) the breach was the result of Customer’s failure to obtain the Required Consents for which it is responsible under Section 9.6, (ii) Customer failed to provide notice of such duties and obligations as provided in Section 9.6 or 10.3, or (iii) Supplier’s performance of such duties and obligations is consistent in all material respects with Customer’s performance in the twelve (12) months prior to the date Supplier assumed responsibility; (i) all Claims for tax liabilities that are the responsibility of Supplier, as set forth in Section 4.2; (j) all Claims made by Affiliates of Supplier, arising out of or relating to the Agreement or the Services; (k) all Claims arising out of the failure of Supplier to obtain any breach by SUPPLIER any term or condition of this Agreement. any negligence or willful misconduct of SUPPLIER or its agents, any defect in manufacture of Products Required Consents for which Supplier is responsible in accordance with the provisions Section 9.6; (l) any Claims arising out of this Agreement Supplier’s breach of Sections 11.2 or 11.4(b); and (other than those caused by designs m) any Claims arising out of Supplier’s breach of its representations or SOW manufacturing instructions provided by Mobileye, or by the use of a third party component that Mobileye requires SUPPLIER to use notwithstanding SUPPLIER’s objection to the use thereofwarranties set forth in Sections 6.2(a) through (collectively, “Mobileye Requirements”c) and (g), and any alleged or actual violation of any third party intellectual property right by any Component, equipment or service provided by SUPPLIER, other than those caused by Mobileye Requirements. Subject to the provisions of this Agreement, such cost and damages shall not include punitive or consequential damages, lost revenue or profits; but for example, a claim by a customer which is a fleet of heavy trucks or other commercial vehicles, for losses, costs and damages resulting from inability to use the said vehicle as a result of the said failure, shall be included under SUPPLIER’s liability. SUPPLIER shall not settle any suit or claim without Mobileye’s prior written approval which shall not be unreasonably withheld. Without limitation of the foregoing, SUPPLIER agrees to pass through to Mobileye and its direct and indirect customers and licensees all warranties and indemnity coverage provided by SUPPLIER’s suppliers. Should any Product, Component or service provided by SUPPLIER not included in the Mobileye Requirements be enjoined or be the subject of any legal proceeding or should grounds for any of the foregoing exist, SUPPLIER shall, at is sole cost and expense and in Mobileye’s sole discretion, either (i) substitute fully equivalent non-infringing Components, Products or services; (ii) modify the Components, Product or services so that they no longer infringe but remain fully functionally equivalent; (iii) obtain for Mobileye, its distributors, subcontractors, customers or licensees the right to continue using the Products, Component or service; or (iv) if none of the foregoing is possible, refund all amounts paid for the Infringing Products, Components or services.