Common use of Indemnity by Vendor Clause in Contracts

Indemnity by Vendor. Vendor will defend, indemnify and hold harmless the Company and its affiliates and Customers (and their respective employees, directors, agents, and representatives) (the "Company Indemnified Persons") from and against any and all claims, costs, damages, judgments and expenses (including reasonable attorneys' fees) (“Damages”) arising out of any third party claim, action or proceeding (collectively, “Claim”) to the extent such Claim is based on (a) any actual or alleged breach of the Vendor’s representations or warranties set forth in this Section 17 or its obligations under the Agreement, (b) any actual or alleged infringement of any intellectual property rights (including, without limitation, patents, copyrights, trademarks, service marks, trade names, trade dress, proprietary logos or insignia or other source or business identifiers) by the Products, the Vendor Content, or any technology or system used by Vendor in its performance hereunder, and (c) any other injury, harm or damage caused by the Products (including the advertisement, offer, sale or return of the Products and claims based upon product liability or personal injury), the Vendor Content or other information, data, materials or other items provided or made available by Vendor under the Agreement.