Common use of Vendor Indemnity Clause in Contracts

Vendor Indemnity. Vendor, at its own expense, agrees to indemnify, defend and hold harmless Prudential, its assignees, directors, officers, employees and agents, from and against any action brought against any of the indemnified parties with respect to any claim, loss, demand, cause of action, debt, liability, penalty or fines, including legal fees and expenses, to the extent based upon: 7.1.1 a claim that any Services, Vendor Tools or any other software or other material provided, used or delivered by Vendor hereunder infringes or violates any patents, copyrights, trade secrets, licenses, or other property rights of any third party; 7.1.2 personal injury or property damage caused by the fault or negligence of Vendor; 7.1.3 any breach of the terms and warranties provisions contained herein or willful, intentional or negligent actions or failures by Vendor or its agents hereunder; 7.1.4 a claim that any Employee or any person provided to Prudential by Vendor to perform Services under this Agreement is a Prudential employee and not an Employee, including, but not limited to: (1) any taxes Prudential is required to pay on behalf of any Employee; (2) the cost of any employee benefits Prudential is required to provide to or pay for on behalf of any Employee; (3) any claim, lawsuit, or proceeding brought by Vendor's Employees against Prudential based upon the employer-employee relationship; and (4) breach by any Employee of any of the provisions of this Agreement, including, but not limited to, the provisions regarding subcontractors looking only to Vendor for payment for services which may be rendered. 7.1.5 relating to any duties or obligations of Vendor accruing before or after the Effective Date of this Agreement between Vendor and any third party; 7.1.6 relating to the inaccuracy or untruthfulness of any representation or warranty contained in this Agreement; and 7.1.7 relating to vendor's breach of any of its obligations under Section 3 or Section 8.3 of the Agreement.

Vendor Indemnity. Vendor, at its own expense, agrees to indemnify, defend (a) The Vendor will indemnify and hold harmless Prudentialthe Owner and its Affiliates, its assigneespartners, directors, officers, agents and employees and agents, (the "Indemnitees") harmless from and against any all third party claims, demands suits, proceedings, damages, costs, expenses, liabilities (including, without limitation, reasonable legal fees) or causes of action (collectively, "Liabilities") brought against or incurred by any Indemnitee for (i) injury to persons (including physical or mental injury, libel, slander and death), or (ii) loss or damage to any property, or (iii) violations of Applicable Laws, Applicable Permits, codes, ordinances or regulations by the Vendor, or (iv) any patent or trademark claims arising out of the indemnified parties Vendor's obligation subject to subsection 14.2 or (v) any other liability, resulting from the acts or omissions, negligence, error, willful misconduct or strict liability, of the Vendor, its officers, agents, employees, or Subcontractors in the performance of this Contract. If the Vendor and the Owner jointly cause such Liabilities, the Parties will share the liability in proportion to their respective degree of causal responsibility. (b) The Vendor's obligation to indemnify under subsection 20.1(a) with respect to any claimLiability will not arise unless the Owner or the Indemnitee (i) notifies the Vendor in writing of such potential Liability, lossin the case of the Owner, demand, within a reasonable time after the Owner will receive written notice of such Liability; provided that the lack of such notice will not affect the Vendor's obligation hereunder (A) if the Vendor otherwise has knowledge of such Liability and (B) unless such lack of notice is the cause of actionthe Vendor being unable to adequately and reasonably defend such Liability, debt(ii) gives the Vendor the opportunity and authority to assume the defense of and settle such Liability, liabilitysubject to the provisions of the next two sentences, penalty and (iii) furnishes to the Vendor all such reasonable information and assistance available to the Owner (or finesother Indemnitees) as may be reasonably requested by the Vendor and necessary for the defense against such Liability. The Vendor will assume on behalf of the Indemnitee and conduct with due diligence and in good faith the defense of such Liability with counsel (including in-house counsel) reasonably satisfactory to the Indemnitee; provided that the Indemnitee will have the right to be represented therein by advisory counsel of its own selection and at its own expense. If the Indemnitee will have reasonably concluded that there may be legal defenses available to it which are different from or additional to, including legal fees or inconsistent with, those available to the Vendor, the Indemnitee will have the right to select separate counsel reasonably satisfactory to the Vendor to participate in the defense of such action on its own behalf at the Vendor's expense. In the event the Vendor fails to defend any Liability as to which an indemnity might be provided herein, then the Indemnitee may, at the Vendor's expense, contest or settle such matter without the Vendor's consent. All payments, losses, damages and expensesreasonable costs and expenses incurred in connection with such contest, payment or settlement will be to the Vendor's account and may be deducted from any amounts due to the Vendor. The Vendor will not settle any such Liability without consent of the Indemnitee, which consent will not be unreasonably withheld. This indemnity is in lieu of all other obligations of the Vendor, expressed or implied, in law or in equity, to indemnify the extent based upon: 7.1.1 a claim that any Services, Vendor Tools Indemnitees (except pursuant to Section 14 or any other software or other material provided, used or delivered by Vendor hereunder infringes or violates any patents, copyrights, trade secrets, licenses, or other property rights of any third party; 7.1.2 personal injury or property damage caused by the fault or negligence of Vendor; 7.1.3 any breach of the terms and warranties provisions contained herein or willful, intentional or negligent actions or failures by Vendor or its agents hereunder; 7.1.4 a claim that any Employee or any person provided to Prudential by Vendor to perform Services under this Agreement is a Prudential employee and not an Employee, including, but not limited to: (1) any taxes Prudential is required to pay on behalf of any Employee; (2) the cost of any employee benefits Prudential is required to provide to or pay for on behalf of any Employee; (3) any claim, lawsuit, or proceeding brought by Vendor's Employees against Prudential based upon the employer-employee relationship; and (4) breach by any Employee of any of the provisions of this Agreement, including, but not limited to, the provisions regarding subcontractors looking only to Vendor for payment for services which may be rendered. 7.1.5 relating to any duties or obligations of Vendor accruing before or after the Effective Date of this Agreement between Vendor and any third party; 7.1.6 relating to the inaccuracy or untruthfulness of any representation or warranty contained indemnitees set forth in this Agreement; and 7.1.7 relating to vendor's breach of any of its obligations under Section 3 or Section 8.3 of the AgreementContract).