Common use of Indemnity by Supplier Clause in Contracts

Indemnity by Supplier. Supplier shall indemnify Michaels, its Affiliates and their respective directors, officers and employees from, and defend and hold Michaels harmless from and against, any Losses suffered, incurred or sustained by Michaels or to which Michaels becomes subject, resulting from, arising out of or relating to any third party claim: (a) that the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product and any other resources or items used by Supplier or furnished to Michaels by Supplier or Supplier Agents in the provision of the Services (collectively, “Materials”) infringe upon the proprietary or other rights of any third party (except to the extent such claim is based on: (i) a modification to the Materials: (A) by Michaels or Michaels Agents (other than Supplier); or (B) that was not made by or at the written direction of the Supplier; (ii) compliance by Supplier with written specifications provided by Michaels; (iii) Michaels’ combination of the Materials with items not provided or recommended by Supplier; (iv) Michaels’ use of the Materials other than in a manner that is permitted by this Agreement; or (v) infringement arising from any Michaels Software or Michaels Owned Material: provided, that the exclusions described in clauses (i)(B) and (ii) will not apply in the event that Supplier knew, or ought to have known, that such materials infringed upon the proprietary or other rights of a third party); (b) relating to the Services or this Agreement brought by a Supplier Agent or personnel thereof, including any disputes between Supplier and Supplier Agents; (c) by a Supplier customer to whom Supplier provides services from a Supplier Service Location, which claim relates to any Michaels Data at such location or Supplier’s provision of Services to Michaels from such location; (d) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Supplier in Article 22; (e) relating to Supplier’s or Supplier Agents’ failure to obtain, maintain or comply with the Supplier Consents and Supplier Governmental Approvals or to comply with the Consents; (f) relating to: (i) a violation of Law for the protection of persons or members of a protected class or category of persons by Supplier or Supplier Agents, including unlawful discrimination; (ii) accrued employee benefits not expressly retained by Michaels; (iii) any representations, oral or written, made by Supplier or Supplier Agents to Michaels employees or contractors, including the Affected Employees and Affected Contractors; and (iv) any other aspect of the Affected Employees’ or Affected Contractors (including Transitioned Employees) employment or other relationship with Supplier or termination thereof by Supplier; (g) relating to any amounts, including taxes, interest and penalties, assessed against Michaels that are the obligation of Supplier pursuant to Article 19; (h) relating to personal injury (including death) or property loss or damage resulting from Supplier’s or Supplier Agents’ acts or omissions; (i) relating to a breach of Supplier’s obligations with respect to Michaels Data (including Article 15); (j) relating to any fine or other penalty imposed by Law arising as a result of a breach of any of Supplier’s obligations under this Agreement; (k) relating to a breach of Article 21; (l) relating to a breach of any of the covenants in Sections 23.2(b) and 23.2(g); (m) relating to a breach of Supplier of its obligation with respect to Managed Agreements ; or (n) relating to Supplier’s failure to comply with the terms of an Assigned Agreement as they relate to the period after the date of assignment. Supplier shall indemnify Michaels from any costs and expenses incurred in connection with the enforcement of this Section 28.2.

Indemnity by Supplier. Supplier shall indemnify MichaelsLS&Co., its Affiliates Affiliates, the Service Recipients and their respective directors, officers and employees from, and defend and hold Michaels LS&Co. harmless from and against, any Losses suffered, incurred or sustained by Michaels LS&Co. or to which Michaels LS&Co. becomes subject, resulting from, arising out of or relating to any third party claim: (a) that the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product or LS&Co.’s receipt and any other resources or items used by Supplier or furnished to Michaels by Supplier or Supplier Agents in the provision use of the Services (collectively, “Materials”) Materials as contemplated under this Agreement infringe upon the proprietary Intellectual Property Rights or other rights of any third party (except to the extent such claim is based on: caused by (i) a modification to the Materials: (A) by Michaels LS&Co. or Michaels Agents (other than Supplier); or (B) that was not made by or at the written direction of the SupplierLS&Co. Agents; (ii) compliance Supplier’s incorporation of open source software within any Commissioned Materials, the incorporation of which is specifically and directly mandated by Supplier with written specifications LS&Co. in writing, and provided by Michaels; (iii) Michaels’ combination of the Materials with items not provided or recommended by Supplier; (iv) Michaels’ use of the Materials other than in a manner that is permitted by this Agreement; or (v) infringement arising from any Michaels Software or Michaels Owned Material: provided, that the exclusions described in clauses (i)(B) and (ii) will forgoing exclusion shall not apply in the event that Supplier or Supplier Agents knew, or ought reasonably to have known, that such materials Materials infringed upon the proprietary or other rights Intellectual Property Rights of a third party);; CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXECUTION VERSION (b) relating to the Services or this Agreement brought by a Supplier Agent or personnel thereof, including any disputes between Supplier and Supplier Agents; (c) by a Supplier customer to whom Supplier provides services from a Supplier Service Location, which claim relates to any Michaels LS&Co. Data at such location or Supplier’s provision of Services to Michaels LS&Co. from such location; (d) relating to the inaccuracy, untruthfulness or breach of any certification made by Supplier pursuant to Sections 4.5 or 11.4; (e) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Supplier in Article 2220; (ef) relating to Supplier’s or Supplier Agents’ failure to obtain, maintain or comply with the Supplier Consents and Supplier Governmental Approvals Approvals, or Supplier’s or Supplier’s Agents failure to comply with the LS&Co. Consents; (fg) relating to: (i) a violation of Law for the protection of persons or members of a protected class or category of persons by Supplier or Supplier Agents, including unlawful discrimination; (ii) accrued employee benefits not expressly retained by MichaelsLS&Co.; (iii) any representations, oral or written, made by Supplier or Supplier Agents to Michaels LS&Co. employees or contractors, including the Affected Employees and Affected Contractors; and (iv) any other aspect of the Affected Employees’ or Affected Contractors (including Transitioned Employees) Contractors’ employment or other relationship with Supplier or termination thereof by SupplierSupplier (including claims for breach of an express or implied contract of employment); (gh) relating to any amounts, including taxes, interest and penalties, assessed against Michaels LS&Co. that are the obligation of Supplier pursuant to Article 1916; (hi) relating to personal injury (including death) or property loss or damage resulting from Supplier’s or Supplier Agents’ acts or omissions; (ij) relating to a breach of Supplier’s obligations with respect to Michaels LS&Co. Data (including Article 1513); (jk) relating to any fine or other penalty imposed by Law arising as a result of a breach of any of Supplier’s obligations under this Agreement; (kl) relating to a breach of Article 2119; (lm) relating to a breach of any of the covenants in Sections 23.2(b) and 23.2(g);Section 21.2; and (mn) relating to a breach of Supplier of its obligation with respect to Managed Agreements ; or (n) relating to Supplier’s failure obligation to comply with the terms of an Assigned Agreement as they relate to the period after the date of assignmentApplicable Terms. Supplier shall indemnify Michaels LS&Co. from any costs and expenses incurred in connection with the enforcement of this Section 28.2.26.2. LS&Co. – Master Services Agreement Page 44 CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXECUTION VERSION

Indemnity by Supplier. Supplier shall indemnify Michaels, its Affiliates and their respective directors, officers and employees the PacifiCare Entities from, and defend and hold Michaels the PacifiCare Entities harmless from and against, any Losses suffered, incurred or sustained by Michaels the PacifiCare Entities or to which Michaels becomes subject, the PacifiCare Entities become subject resulting from, arising out of or relating to any third party claim: (a) that the ServicesWork Product, Supplier Tools, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product and any enhancements or modifications to the PacifiCare Software performed by Supplier or Supplier Agents or any other resources or items used by Supplier or furnished provided to Michaels the PacifiCare Entities by Supplier or Supplier Agents in the provision of the Services (collectively, “Materials”) infringe upon the proprietary or other rights of any third party (except to the extent such claim is based on: (i) as may have been caused by a modification to by the Materials: (A) PacifiCare Entities or PacifiCare Entity Agents, or by Michaels written directions or Michaels Agents (other than Supplier); or (B) that was not made by or at the written direction of the Supplier; (ii) compliance by Supplier with written specifications provided to Supplier by Michaels; (iii) Michaels’ combination of PacifiCare or the Materials with items not provided or recommended by Supplier; (iv) Michaels’ use of the Materials other than in a manner that is permitted by this Agreement; or (v) infringement arising from any Michaels Software or Michaels Owned Material: provided, that the exclusions described in clauses (i)(B) and (ii) will not apply in the event that Supplier knew, or ought to have known, that such materials infringed upon the proprietary or other rights of a third partyPacifiCare Entities); (b) relating to the Services any duties or this Agreement brought by obligations of Supplier or Supplier Agents in respect of a Supplier Agent third party or personnel thereof, including any disputes between Supplier and Supplier Agentssubcontractor of Supplier; (c) by a third party customer of Supplier customer to whom arising from services or systems provided by Supplier provides services or Supplier Agents from a Service Location that is shared with customers of Supplier Service Location, which claim relates to any Michaels Data at such location or Supplier’s provision of Services to Michaels from such location; [...***...]; *CONFIDENTIAL TREATMENT REQUESTED 42 (d) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Supplier specified in Article 22Section 21.2; [...***...]; (e) relating to Supplier’s or Supplier Agents’ failure to obtain, maintain or comply with the Supplier Consents and Supplier Governmental Approvals or to comply with the Consents; (f) relating to: (i) a violation of Law for the protection of persons or members of a protected class or category of persons by Supplier or Supplier Agents, including unlawful discrimination; (ii) accrued employee benefits not expressly retained by Michaels; (iii) any representations, oral or written, made by Supplier or Supplier Agents to Michaels employees or contractors, including the Affected Employees and Affected Contractors; and (iv) any other aspect of the Affected Employees’ or Affected Contractors (including Transitioned Employees) employment or other relationship with Supplier or termination thereof by Supplier; (g) relating to any amounts, including taxes, interest and penalties, assessed against Michaels that are the obligation of Supplier pursuant to Article 19; (h) relating to personal injury (including death) or property loss or damage resulting from Supplier’s or Supplier Agents’ acts or omissions; (i) relating to a breach of Supplier’s obligations with respect to Michaels Data (including Article 15); (j) relating to any fine or other penalty imposed by Law arising as a result of a breach of any of Supplier’s obligations under this Agreement; (k) relating to a breach of Article 21; (l) relating to a breach of any of the covenants in Sections 23.2(b) and 23.2(g); (m) relating to a breach of Supplier of its obligation with respect to Managed Agreements ; or (n) relating to Supplier’s failure to comply with the terms of an Assigned Agreement as they relate to the period after the date of assignment. Supplier shall indemnify Michaels from any costs and expenses incurred in connection with the enforcement of this Section 28.2.

Indemnity by Supplier. Supplier shall indemnify Michaels, its Affiliates and their respective directors, officers and employees Chordiant from, and defend and hold Michaels Chordiant harmless from and against, any Losses suffered, incurred or sustained by Michaels Chordiant or to which Michaels Chordiant becomes subject, resulting from, arising out of or relating to any third party claim: (a) that the Services, Supplier Software, Supplier Tools, Supplier Equipment, Commissioned Materials, Work Product and any other resources or items used by Supplier or furnished to Michaels Chordiant by Supplier or Supplier Agents in the provision of providing the Services (collectively, “Materials”) infringe upon the proprietary or other rights of any third party (except to the extent such claim is based on: (i) a modification to the Materials: (A) by Michaels or Michaels Agents (other than Supplier); or (B) that was not made by or at the written direction of the Supplier; (ii) compliance by Supplier with written specifications provided by Michaels; (iii) Michaels’ combination of the Materials with items not provided or recommended by Supplier; (iv) Michaels’ use of the Materials other than in a manner that is permitted by this Agreement; or (v) infringement arising from any Michaels Software or Michaels Owned Material: provided, that the exclusions described in clauses (i)(B) and (ii) will not apply in the event that Supplier knew, or ought to have known, that such materials infringed upon the proprietary or other rights of a third party); (b) the Supplier’s or Supplier’s Agents’ interview, hiring and/or personnel transfer processes or claims arising out of the employer-employee relationship (including termination) between the Supplier or a Supplier Agent and any Transitioned Personnel after his or her start date; (c) relating to the Services or this Agreement brought by a Supplier Agent or personnel thereof, including any disputes between Supplier and Supplier Agents; (c) by a Supplier customer to whom Supplier provides services from a Supplier Service Location, which claim relates to any Michaels Data at such location or Supplier’s provision of Services to Michaels from such location; (d) Supplier is required to insure against under this Agreement; (e) by a third party that does not arise out of or relate to a relationship with Chordiant but arises from or relates to the actions of the Supplier or a Supplier Agent; (f) by a third party arising from Services or Systems provided by Supplier or Supplier Agents from a Service Location that is shared with other customers of Supplier; (g) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Supplier in Article 22Section 21.2; (eh) relating to Supplier’s or Supplier Agents’ failure to obtain, maintain or comply with the Supplier Consents and Supplier Governmental Approvals or to comply with the ConsentsApprovals; (fi) relating to: to (i) a violation of Law for the protection of persons or members of a protected class or category of persons by Supplier or Supplier Agents, including unlawful discrimination; , (ii) work-related injury, except as may be covered by Supplier’s workers’ compensation plan, or death caused by Supplier or Supplier Agents, (iii) accrued employee benefits not expressly retained by Michaels; Chordiant, (iiiiv) any representations, oral or written, made by Supplier or Supplier Agents to Michaels Chordiant employees or contractors, including the Affected Employees and Affected Contractors; Contractors and (ivv) any other aspect of the Affected Employees’ or Affected Contractors (including Transitioned Employees) Contractors’ employment or other relationship with Supplier or termination thereof by SupplierSupplier (including claims for breach of an express or implied contract of employment); (gj) relating to Supplier’s breach of Section 10.3, 10.4, or 10.5; (k) relating to any amounts, including taxes, interest and penalties, assessed against Michaels Chordiant that are the obligation of Supplier pursuant to Article 1918; (hl) relating to personal injury (including death) or property loss or damage resulting from Supplier’s or Supplier Agents’ acts or omissions; (im) relating to a breach of Supplier’s obligations with respect to Michaels Chordiant Data (including Article 1514); (j) relating to any fine or other penalty imposed by Law arising as a result of a breach of any of Supplier’s obligations under this Agreement; (kn) relating to a breach of Article 21;20; and (lo) relating to a breach of any of the covenants in Sections 23.2(b) and 23.2(g); (m) relating to a breach of Supplier of its obligation with respect to Managed Agreements ; or (n) relating to Supplier’s failure to comply with the terms of an Assigned Agreement as they relate to the period after the date of assignmentSection 22.2. Supplier shall indemnify Michaels Chordiant from any costs and expenses incurred in connection with the enforcement of this Section 28.227.2.