ViewRay Indemnification Obligation Clause Samples
The ViewRay Indemnification Obligation clause requires ViewRay to compensate or protect the other party from certain losses, damages, or legal claims arising from specific actions or omissions related to the agreement. Typically, this means ViewRay will cover costs such as legal fees or settlements if the other party is sued due to ViewRay’s conduct, products, or services. The core function of this clause is to allocate risk and provide financial protection to the other party, ensuring they are not unfairly burdened by liabilities resulting from ViewRay’s responsibilities.
ViewRay Indemnification Obligation. ViewRay agrees to indemnify, defend and hold Best Theratronics and its Affiliates and their respective directors, officers, employees and agents, harmless from and against any damages, claims, liabilities and expenses (including, but not limited to, reasonable attorney’s fees) resulting from any third party claims or suits (“General Claims Against Best [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Theratronics”) arising out of (a) ViewRay’s or its customer’s improper use handling or transport of Medical Cobalt-60 Sources, (b) ViewRay’s activities with respect to the Source Removal Services provided by Best Theratronics (c) ViewRay’s or its customers use of the Image Guided Radiation Therapy (IGRT) System or (d) ViewRay’s negligent acts or omissions or willful misconduct. Notwithstanding the foregoing, ViewRay will not be required to indemnify, defend and hold Best Theratronics and its Affiliates and their respective directors, officers, employees and agents harmless from and against any General Claims Against Best Theratronics to the extent that such claims arise out of (i) Best Theratronics’ negligent acts or omissions or willful misconduct; (ii) any failure of Best Theratronics to manufacture, handle, store, label, package, prepare for shipment or transport of Medical Cobalt-60 Sources in accordance with this Agreement, or (iii) any failure of Best Theratronics to manufacture Medical Cobalt-60 Sources in accordance with the Specifications or applicable laws, ordinances, rules and regulations. Notwithstanding anything in this section 8.2, “General Claims Against Best Theratronics” shall not include “IP Claims Against Best Theratronics” as described in section 8.3.