Senti Indemnification Sample Clauses

Senti Indemnification. Senti will indemnify, defend, and hold harmless Provider, its Affiliates, and its and their respective directors, officers, employees, representatives, agents, successors, and assigns (collectively, the “Provider Indemnitees”) from and against any and all Losses to which any such Provider Indemnitee may become subject as a result of any Third Party Claim to the extent arising out of: (a) any breach of Senti’s representations, warranties, or obligations set forth in this Agreement, (b) any claim that Provider’s use of the Senti IP or Senti Licensed-In IP as expressly authorized in this Agreement or a Licensee Services Agreement, or that the Manufacture of a Product in accordance with the Manufacturing Process transferred by Senti, or prescribed by Senti (except to the extent that such prescribed Manufacturing Process comprises Provider IP or was originally proposed to Senti by Provider in writing), infringes, misappropriates, or violates the Intellectual Property of any Third Party, (c) the development, manufacture, production, packaging, handling, transport, sale, marketing, promotion, distribution, use, or disposal by or on behalf of Senti of Product supplied by Provider hereunder, including product liability or strict liability, or (d) any negligence or willful misconduct by any Senti Indemnitee; in each case ((a)-(d)) except to the extent that any of the foregoing arises out of or results from (i) any Provider Indemnitee’s negligence or willful misconduct or (ii) Provider’s breach of this Agreement.