Marketer Indemnification Obligations Clause Samples
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Marketer Indemnification Obligations. Marketer shall defend, indemnify and hold harmless Client and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Client Indemnified Party"), from and against any and all Losses arising out of or resulting from any third-party Claim, or direct Claim, alleging: (a) breach by Marketer or its personnel of any representation, warranty, covenant or other obligations set forth in this Agreement (b) gross negligence or more culpable act or omission of marketer or its personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and (c) that any of Marketer’s materials, intellectual property, or pre-existing materials or Client's receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a party who was (or is) a prior (or current) client of Marketer.7.3Indemnification Procedures. If Marketer or Client seeks indemnification under this Section 7, such party (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party"): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense. 7.4 EXCLUSIVE REMEDY FOR CLAIMS OF INDEMNIFICATION. THIS SECTION 7 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 7. 8. LIMITATION OF LIABILITY. 8.1 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BR...
Marketer Indemnification Obligations. Marketer shall defend, indemnify and hold harmless Client, and its officers, directors, employees, agents, affiliates, contractors, successors and permitted assigns (collectively, “Client Indemnified Party”), from and against any and all claims, damages, expenses and losses, arising out or resulting from any third-party claim alleging:
7.2.1. material uncured breach by Marketer or its Marketer Personnel of any representation, warranty, covenant or other obligations set forth in this Agreement;
7.2.2. negligence or a more culpable act or omission of Marketer or its Marketer Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;
7.2.3. that any Deliverables, Services, Marketer Information, Marketer’s Materials or Marketer’s Intellectual Property or Client’s receipt or use thereof, in accordance with the terms of this Agreement, infringes any Intellectual Property or other right of a third party;
7.2.4. any failure by Marketer or any Marketer Personnel to comply with applicable law, rule or regulation;
7.2.5. any bodily injury or loss of property claimed to result from any negligent act or omission of Marketer or any Marketer Personnel;
7.2.6. any contention that any Services and/or Deliverables constitute: 7.2.6.1.▇▇▇▇▇, slander, and/or defamation;
7.2.6.1. ▇▇▇▇▇, slander, and/or defamation;
7.2.6.2. Piracy, plagiarism, misappropriation of another’s idea, confidential information, trade secrets or unfair competition; or
7.2.6.3. Invasion of rights of privacy or publicity.
7.2.7. any claims asserted by any guilds or unions for the nonpayment of performers for their services in connection with the production and/or use of any Services or Deliverables produced by Marketer on Client’s behalf; or
7.2.8. any information or data relevant to and substantiating all claims or representations developed by Marketer and made with respect to Client’s products or services, and/or any competitor, or any competitive products or services are false or fraudulent.