Service Provider Indemnity. Service Provider is solely responsible for the delivery and results of the Services it provides to its End Users. Service Provider agrees to (i) defend HPE against all claims and lawsuits in any form brought by Service Provider’s End Users or any other third party against HPE arising out of Service Provider’s unauthorized use of the Products or breach of its own contractual obligations to its End User with respect to the delivery of the Services, (ii) pay actual and direct liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees ) incurred by HPE with respect to same, and (iii) include a provision in its contract with End Users stating that End User will not bring any claims against HPE arising out of the Services. The limitation of liability in the Agreement shall not apply to Service Provider’s obligations and liability under the foregoing provisions.
Service Provider Indemnity. (a) The Service Provider will, subject to clauses 17.3(b) and (c) and 18.2, indemnify the LFC (including its personnel, contractors, agents and representatives) against:
(i) any loss of, or damage to, tangible property (but to the extent only of the LFC’s loss, including arising from any third party claims) arising as a direct result of any wilful or negligent act or omission of the Service Provider, Reseller or any contractor or agent of the Service Provider or Reseller in the Service Provider’s or Reseller’s (or their respective contractor’s or agent’s):
(A) construction, installation, inspection, maintenance, replacement or removal of any Service Provider or Reseller equipment in the LFC’s premises or the premises of any third party; or
(B) use of any LFC (Service Provider) Equipment installed on premises not owned or controlled by the LFC; or
(ii) any claim by any Reseller or End User relating solely and directly to any services which incorporate a Service, except where:
(A) that claim is a direct result of any breach of this Agreement by the LFC or any unlawful, wilful or negligent act or omission of the LFC or any contractor or agent of the LFC; or
(B) the Service Provider has discharged its obligations under clause 10.2(c) in accordance with clauses 10.2(d) and (f) provided that this sub-clause (B) shall not apply in the case of any Exempted End User; or
(iii) any loss of, damage to, or interference with, LFC (End User) Equipment caused by the End User (including interference with the LFC’s right to construct, install, inspect, maintain, replace, own or remove any LFC (End User) Equipment) that may at any time be installed on End User Premises or a NBAP, but only where (in any such case) the End User is an Exempted End User or the Service Provider has not discharged its obligations under clause 10.2(c) in accordance with clauses 10.2(d) and (f).
(b) Subject to clause 18.2, the aggregate liability of the Service Provider for all costs, damages and losses arising under or in connection with clauses 17.3(a)(i) and (ii) is limited to:
(i) for all acts or omissions giving rise to any loss or damage relating to any of the Bitstream Services (or any additional or replacement Service within the same Wholesale Service Category), a maximum of $2,000,000 for each of the Bitstream Services;
(ii) for all acts or omissions giving rise to any loss or damage relating to any of the Fibre Access Services (or any additional or replacement Service within the same Whole...
Service Provider Indemnity. The Service Provider, to the maximum extent permitted by law, shall defend, protect, indemnify and hold the Service Recipients and their officers, employees and directors, as the case may be (“Recipient Indemnified Parties”), harmless from and against any and all losses, demands, damages, liabilities, interest, awards, judgments, settlements and compromises relating to any Third Party claims, actions or causes of action, or suits, and all reasonable attorney’s fees and other fees and expenses in connection therewith (“Losses”) which may be incurred by a Recipient Indemnified Party, arising out of, due to, or in connection with, directly or indirectly, the provision of the Services, except to the extent that such Losses are the result of:
a. the combination of the Services with any other product or service;
b. any technology, materials, information, directions, or specifications provided by such Recipient Indemnified Party or the performance of the Services in accordance with the foregoing;
c. any conduct requested or instructed by such Recipient Indemnified Party; or
d. the gross negligence or willful misconduct of such Recipient Indemnified Party.
Service Provider Indemnity. Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient and each of its Affiliates from and against any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorney’s fees and costs and expenses related thereto) suffered or incurred by Service Recipient or any of its Affiliates as a result of, or in connection with, any third party claims to the extent caused, in whole or in part, by the fraud, gross negligence or willful misconduct of Service Provider or any of its Affiliates in performing the Services. In no event shall the aggregate liability of Service Provider and its Affiliates to Service Recipient and its Affiliates, for any damages concerning Service Provider’s or its Subsidiaries’ or subcontractors’ performance or nonperformance of the Services or any other matter arising out of, or related to, this Agreement (regardless of whether any such claim for such damages is based in contract or in tort) exceed the amounts actually paid to Service Provider by Service Recipient pursuant to this Agreement.
Service Provider Indemnity. In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, Service Provider shall indemnify, defend and hold harmless Service Recipient, its Subsidiaries and each of their respective Subsidiaries and Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Service Recipient Indemnitees”), from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery or provision of any Services provided by Service Provider to Service Recipient hereunder, but only to the extent that such Liability relates to, arises out of or results from Service Provider’s gross negligence, willful misconduct or fraud.
Service Provider Indemnity. Except with respect to a Nuclear Incident, as that term is defined under the Atomic Energy Act of 1954, as amended (the “AEA”), Service Provider shall indemnify, hold harmless and defend Owners, their present and future Affiliates and the respective directors, officers, employees, representatives, agents, shareholders, attorneys, successors and assigns of each of them and all persons or entities claiming through them (collectively referred to as “Owner Persons Indemnified”), from and against (i) all third party claims associated with any injury of or death to natural persons or damage to or destruction of third party property to the extent that such injury, death or damage is proximately caused by or arises out of the negligence or willful misconduct of Service Provider in the performance or prosecution by Service Provider or its Representatives of the Services hereunder; (ii) any violation of Law to the extent such violation of Law is made by Service Provider, its subcontractors, or the Representatives of either acting within the scope of their employment; (iii) any and all claims, demands, causes of action, damages, liabilities, losses, penalties, costs and expenses (including reasonable attorneys’ fees) associated with (A) the release on or from the Site or any other location of any Hazardous Materials to the extent caused by the negligent acts or negligent omissions or willful misconduct of Service Provider, its subcontractors, or their Representatives acting within the scope of their employment, or (B) contamination of the environment or injury to natural resources resulting from Hazardous Materials to the extent caused by the negligent acts or omissions or willful misconduct of Service Provider, its subcontractors, or their Representatives acting within the scope of their employment; and (iv) any and all claims, losses, damages, liabilities, legal fees and expenses resulting from or arising in connection with any failure of Service Provider, its subcontractors, or their Representatives to pay salaries or wages, payroll taxes and employee benefits, or to withhold appropriate taxes. The Parties agree that the indemnity obligations of this section do not apply to any claims, demands, causes of action, damages, liabilities, losses, penalties, costs and expenses caused by acts or omissions of Service Provider employees seconded to Owners.
Service Provider Indemnity. Subject to Section 14.4, Service Provider shall indemnify, defend and hold harmless each of Novation, VHA, UHC and HPPI and each of their Affiliates, officers, directors, employees, consultants and agents from and against any and all damages, liabilities, claims, actions, suits, proceedings, costs, charges and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by any of such persons arising from the claim of any Person who is not a Party arising as a result of or from (i) the failure of Service Provider to perform any of its obligations under any agreement between Service Provider and a third party (including, without limitation, any agreements between Service Provider and a Supplier); (ii) any claims arising out of Service Provider’s breach of this Agreement; (iii) any claim arising out of the death of or bodily injury to any employee of any of Novation, VHA, UHC and HPPI and each of their Affiliates (or their respective subcontractors) to the extent caused by the gross negligence or willful misconduct of Service Provider or its Affiliates; (iv) the loss of or damage to the real or tangible personal property (whether owned or leased) of any of Novation, VHA, UHC and HPPI and any of their Affiliates, officers, directors, employees, consultants and agents to the extent caused by the gross negligence or willful misconduct of Service Provider or its Affiliates; (v) Service Provider’s failure to pay and discharge any taxes (including interest and penalties) for which Service Provider is responsible pursuant to the terms of this Agreement; and (vi) any claim asserted against any of Novation, VHA, UHC and HPPI and any of their Affiliates by an employee of Service Provider to the extent such claim arises from decisions, acts, omissions or violations of statute by Service Provider with respect to such employee’s employee/employer relationship with Service Provider.
Service Provider Indemnity. Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient and each of its Affiliates from and against any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorney’s fees and costs and expenses related thereto) suffered or incurred by Service Recipient or any of its Affiliates as a result of, or in connection with, any third party claims to the extent caused by the gross negligence or willful misconduct of Service Provider or any of its Affiliates in performing the Services. In no event shall the aggregate liability of Service Provider and its Affiliates to Service Recipient and its Affiliates for any damages concerning Service Provider’s or its Affiliates’ or subcontractors’ performance or nonperformance of the Services or any other matter arising out of, or related to, this Agreement (regardless of whether any such claim for such damages is based in contract or in tort) exceed the amounts actually paid to Service Provider by Service Recipient pursuant to this Agreement
Service Provider Indemnity. Service Provider shall indemnify, defend and hold Recipient, Recipient’s Affiliates and their respective Representatives harmless from and against any and all Losses resulting from any Claims to the extent such Losses are caused by Service Provider’s violation of Law, fraud, willful misconduct or gross negligence in connection with performing its duties, responsibilities and obligations under this Agreement or breach of Article VI, provided that (a) Recipient notifies Service Provider promptly in writing of the Claim; (b) Service Provider has sole control of the defense and all related settlement negotiations, except that Recipient must provide prior written consent to any settlement that does not expressly and unconditionally release Recipient from all Liabilities with respect to such Claim without prejudice or that would be adverse to Recipient, which consent will not be unreasonably withheld; and (c) Recipient provides Service Provider with all reasonably necessary assistance, information and authority, at Service Provider’s reasonable expense, to perform these duties.
Service Provider Indemnity. Service Provider will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Solution infringes any copyright, trademark, or misappropriates any trade secret rights to the extent any of the foregoing are recognized in the United States, Canada or any member country within the European Union. Service Provider will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. If the Solution (or any component thereof) becomes, or in Service Provider’s opinion is likely to become, the subject of an infringement or misappropriation claim, Service Provider may, at its option and expense, either (x) procure for Customer the right to continue exercising the rights licensed to Customer in this Agreement, or (y) replace or modify the Solution so that it becomes non- infringing and remains functionally equivalent. If neither of the foregoing options are, in Service Provider’s reasonable opinion, commercially reasonable, Service Provider may terminate this Agreement and will refund to Customer a pro-rata portion of any applicable prepaid Fees. Notwithstanding the foregoing, Service Provider will have no obligation under this Section 8.0 or otherwise with respect to any infringement claim based upon any Exclusions. Customer will have the right, at its own expense, to participate in the defense of any claim of infringement. This Section
8.1 states Service Provider’s entire liability and Customer’s sole and exclusive remedy for infringement or misappropriation claims and actions.
