TIPS Indemnification. To the extent permitted by the laws and the Constitution of the State of Texas, TIPS shall defend, indemnify and hold harmless Blackboard from and against any and all liabilities, claims, demands, damages (including reasonable attorneys’ fees and costs) to the extent caused by (i) any modification of the Blackboard Solutions or Legacy Products made by or for TIPS (other than by Blackboard), without the permission or authorization of Blackboard, (ii) any unauthorized use of the Blackboard Solutions or Legacy Products, including, without limitation, use of the Blackboard Solutions or Legacy Products in combination with items not furnished, specified or reasonably anticipated by Blackboard or contemplated by this Agreement or an applicable Blackboard End-User Document and any violation of the Telephone Consumer Protection Act or similar laws, (iii) a breach of this Agreement or any applicable Blackboard End-User Document, (iv) the failure of TIPS to use corrections or modifications provided by Blackboard, or (v) third party software. To the extent permitted by the laws and the Constitution of the State of Texas, TIPS shall be solely responsible for, and shall defend, indemnify and hold Blackboard and its successors, assigns, directors, shareholders, officers and employees free and harmless from, all claims, damages or lawsuits (including attorneys' fees) arising out of the acts or omission of TIPS, its employees, or agents. To the extent permitted by the laws and the Constitution of the State of Texas, TIPS agrees to reimburse any and all costs and attorneys’ fees and expenses incurred by such indemnified parties in successfully enforcing this Section 7(b), whether by prosecution of a lawsuit or otherwise.
Appears in 4 contracts
Samples: Cooperative Purchasing Agreement, Cooperative Purchasing Agreement, Order Form
TIPS Indemnification. To the extent permitted by the laws and the Constitution of the State of Texas, TIPS shall defend, indemnify and hold harmless Blackboard from and against any and all liabilities, claims, demands, damages (including reasonable attorneys’ ' fees and costs) to the extent caused by (i) any modification of the Blackboard Solutions or Legacy Products made by or for TIPS (other than by Blackboard), without the permission or authorization of Blackboard, (ii) any unauthorized use of the Blackboard Solutions or Legacy Products, including, without limitation, use of the Blackboard Solutions or Legacy Products in combination with items not furnished, specified or reasonably anticipated by Blackboard or contemplated by this Agreement or an applicable Blackboard End-User Document and any violation of the Telephone Consumer Protection Act or similar laws, (iii) a breach of this Agreement or any applicable Blackboard End-User Document, (iv) the failure of TIPS to use corrections or modifications provided by Blackboard, or (v) third party software. To the extent permitted by the laws and the Constitution of the State of Texas, TIPS shall be solely responsible for, and shall defend, indemnify and hold Blackboard and its successors, assigns, directors, shareholders, officers and employees free and harmless from, all claims, damages or lawsuits (including attorneys' fees) arising out of the acts or omission of TIPS, its employees, or agents. To the extent permitted by the laws and the Constitution of the State of Texas, TIPS agrees to reimburse any and all costs and attorneys’ ' fees and expenses incurred by such indemnified parties in successfully enforcing this Section 7(b), whether by prosecution of a lawsuit or otherwise.
Appears in 1 contract
Samples: Cooperative Purchasing Agreement
