Supplier Indemnity Sample Clauses

Supplier Indemnity. The Supplier hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all liability, loss, costs, damages and expenses (including legal, expert and consultant fees), causes of action, actions, claims, demands, lawsuits or other proceedings, (collectively, “Claims”), by whomever made, sustained, incurred, brought or prosecuted, including for breaches of confidentiality or privacy or Intellectual Property rights or for third party bodily injury (including death), personal injury and property damage, in any way based upon, occasioned by or attributable to anything done or omitted to be done by the Supplier, its subcontractors or their respective directors, officers, agents, employees, partners, affiliates, volunteers or independent contractors in the course of performance of the Supplier’s obligations under, or otherwise in connection with, the Contract. The Supplier further agrees to indemnify and hold harmless the Indemnified Parties for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, by any person, entity or organization, including, without limitation, the City, claimed or resulting from such Claims. The obligations contained in this paragraph shall survive the termination or expiry of the Contract.

Supplier Indemnity. Supplier shall indemnify, defend and hold harmless Buyer and its parent companies and each of their subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives and shareholders, predecessors and successors, from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, costs, fees and expenses (including, without limitation, reasonable costs and expenses of investigation and settlement and reasonable attorneys’ fees and expenses) (collectively, “Losses”), to the extent arising out of or relating to any breach by Supplier of its representations, warranties, covenants or obligations set forth in this Agreement. Such indemnification obligations shall survive the expiration or termination of this Agreement for any reason.

Supplier Indemnity. Supplier agrees to indemnify, defend and hold Buyer and each of its Representatives harmless against all Liabilities attributable to any third-party claims to the extent arising from or relating to (i) the provision of Services under this Agreement resulting from the negligence or willful malfeasance of Supplier, any of its Representatives or any of its or their respective employees, officers or directors, or (ii) the failure of Supplier or its Affiliates to perform the Services in accordance with the standards set forth in Section 4 (subject to the limitations and exceptions in Section 3.3(c) and 4.3). The limitations in Sections 8.1 and 8.2 do not apply to Supplier’s indemnification obligations under this Section 8.5.

Supplier Indemnity. The Supplier hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all liability, loss, costs, damages and expenses (including legal, expert and consultant fees), causes of action, actions, claims, demands, lawsuits or other proceedings, (collectively, “Claims”), by whomever made, sustained, incurred, brought or prosecuted, including for breaches of confidentiality or privacy or Intellectual Property rights or for third party bodily injury (including death), personal injury and property damage, in any way based upon, occasioned by or attributable to anything done or omitted to be done by the Supplier, its subcontractors or their respective directors, officers, agents, employees, partners, affiliates, volunteers or independent contractors in the course of performance of the Supplier’s obligations under, or otherwise in connection with, the Contract. The obligations contained in this paragraph shall survive the termination or expiry of the Contract.

Supplier Indemnity. Supplier shall defend, indemnify and hold harmless Silk Road Medical and its Affiliates, distributors, dealers, agents and customers from and against all liability and expenses, including reasonable attorneys’ fees, arising from or related to any claim made or any suit or proceeding brought against Silk Road Medical based on an allegation that Products infringe upon any third party’s Intellectual Property Rights.

Supplier Indemnity. The Supplier warrants that any design, materials, documents and methods of working provided by the Supplier (“Supplier IP”) will not infringe any Intellectual Property Rights. The Supplier will pay all royalties and expenses, and will indemnify TransGrid against all claims by a third party that the Supplier IP infringes that third party’s Intellectual Property Rights, provided that TransGrid (1) notifies the Supplier of any such claim promptly in writing after receiving notice of such claim, (2) gives the Supplier sole control over the defence and settlement of any such claim and any negotiation for its settlement or compromise, (3) does not take a position that is adverse to the Supplier and (4) at the Supplier’s expense and request, provides reasonable assistance in the defence and settlement of any such claim.

Supplier Indemnity. The Supplier warrants that it is legally entitled to do the things stated in clause 12.3 with the Intellectual Property Rights in the Deliverables.

Supplier Indemnity. Supplier agrees to indemnify, defend and hold Buyer and each of its Affiliates harmless against all Liabilities attributable to any third-party claims to the extent arising from or relating to any breach of this Agreement or the negligence or willful malfeasance of Supplier, any of its Affiliates or any of its or their respective employees, officers or directors.

Supplier Indemnity. 17.1 The Supplier shall defend the Buyer against any claim that the Buyer's use of the Supplier Applications in accordance with these terms infringes any United Kingdom patent effective as of the Start Date specified in the Call-Off Contract, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Buyer for any amounts awarded against the Buyer in judgment or settlement of such claims, provided that: 17.1.1 the Supplier is given prompt notice of any such claim; 17.1.2 the Buyer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and 17.1.3 the Supplier is given sole authority to defend or settle the claim. 17.2 In the defence or settlement of any claim, the Supplier may procure the right for the Buyer to continue using the Applications, replace or modify the Applications so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Buyer without any additional liability to the Buyer. 17.3 In no event shall the Service Supplier, its employees, agents and sub-contractors be liable to the Buyer to the extent that the alleged infringement is based on: 17.3.1 a modification of the Applications by anyone other than the Supplier; or 17.3.2 the Buyer's use of the Applications in a manner contrary to the instructions given to the Buyer by the Supplier; or 17.3.3 the Buyer's use of the Applications after notice of the alleged or actual infringement from the Supplier or any appropriate authority. 17.4 The foregoing and ▇▇▇▇▇▇ 19 states the Buyer’s sole and exclusive rights and remedies, and the Supplier's entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.