Common use of Licensee Indemnification Clause in Contracts

Licensee Indemnification. Licensee shall and shall cause its affiliates to indemnify, defend and hold harmless NCIT and its Subcontractors and their Representatives and successors and assigns (each, a “NCIT Indemnitee”) from and against any and all Losses incurred by such NCIT Indemnitee in connection with any Action that arises out of or relates to this Agreement or any of the following: (a) Licensee Data, including any Processing of Licensee Data by or on behalf of NCIT in accordance with this Agreement; (b) securities offering facilitated by Licensee or its Representatives, including any and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or qualification of a prospective investor for an offering; (c) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including NCIT’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User, to the extent prepared without any contribution by NCIT; (d) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, which shall remain the sole responsibility of Licensee; (e) allegation of facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (f) negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement; or (g) transaction for which the Services or NCIT Materials is being used by or on behalf of Licensee.

Licensee Indemnification. Licensee shall and shall cause its affiliates affiliates, jointly and severally, to release, indemnify, defend and hold harmless NCIT and its Subcontractors and their Representatives and successors and assigns (each, a “NCIT Indemnitee”) from and against any and all Losses incurred by such NCIT Indemnitee in connection with any Action regardless of the source that arises out of or relates to this Agreement or any of the following: (a) Licensee Data, including any Processing of Licensee Data by or on behalf of NCIT in accordance with this Agreement; (b) securities offering facilitated by Licensee or its affiliates or their Representatives, including any and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or qualification of a prospective investor for an offering; (c) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including NCIT’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User, to the extent prepared without any contribution by NCIT; (d) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, which shall remain the sole responsibility of Licensee; (e) allegation of facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (f) negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement; or (g) transaction for which the Services or NCIT Materials is being used by or on behalf of Licensee.

Licensee Indemnification. Licensee shall and shall cause its affiliates affiliates, jointly and severally, to release, indemnify, defend and hold harmless NCIT COMPANY and its Subcontractors and their Representatives and successors and assigns (each, a “NCIT COMPANY Indemnitee”) from and against any and all Losses incurred by such NCIT COMPANY Indemnitee in connection with any Action regardless of the source that arises out of or relates to this Agreement or any of the following: (a) Licensee Data, including any Processing of Licensee Data by or on behalf of NCIT COMPANY in accordance with this Agreement; (b) securities offering facilitated by Licensee or its affiliates or their Representatives, including any and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or qualification of a prospective investor for an offering; (c) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including NCITCOMPANY’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User, to the extent prepared without any contribution by NCITCOMPANY; (d) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, which shall remain the sole responsibility of Licensee; (e) allegation of facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (f) negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement; or (g) transaction for which the Services or NCIT COMPANY Materials is being used by or on behalf of Licensee.

Licensee Indemnification. Licensee shall and shall cause its affiliates to indemnify, defend and hold harmless NCIT and its Subcontractors and affiliates, and each of its and their Representatives and respective officers, directors, employees, agents, Representatives, successors and assigns (each, a “NCIT Indemnitee”) from and against any and all Losses incurred by such NCIT Indemnitee in connection with any Action by a third party that arises out of or relates to this Agreement or any of the followingany: (a) Licensee Data, including any Processing of Licensee Data by or on behalf of NCIT in accordance with this Agreement; (b) securities offering facilitated by Licensee or its Representatives, including any and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or qualification of a prospective investor for an offering; (c) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including NCIT’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User, to the extent prepared without any contribution by NCIT; (d) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, which shall remain the sole responsibility of Licensee; (e) allegation of facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (f) negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement; or (g) transaction for which the Services or NCIT Materials is being used by or on behalf of Licensee.

Licensee Indemnification. Except to the extent of Losses directly resulting from NCIT’s gross negligence, bad faith or willful misconduct (excluding any actions or inactions of Licensee and any third party) as finally determined in an unappealed or non-appealable order by a court of competent jurisdiction pursuant to Section 15.11, Licensee shall and shall cause its affiliates affiliates, jointly and severally, to indemnify, defend and hold harmless NCIT and its Subcontractors and their Representatives and successors and assigns (each, a “NCIT Indemnitee”) from and against any and all Losses incurred by such NCIT Indemnitee in connection with any Action regardless of the source that arises out of or relates to this Agreement or any of the following: (a) Licensee Data, including any Processing of Licensee Data by or on behalf of NCIT in accordance with this Agreement; (b) securities offering facilitated by Licensee or its affiliates or their Representatives, including any and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or qualification of a prospective investor for an offering; (c) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including NCIT’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User, to the extent prepared without any contribution by NCIT; (d) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, which shall remain the sole responsibility of Licensee; (e) allegation of facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (f) negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement; or (g) transaction for which the Services or NCIT Materials is being used by or on behalf of Licensee.