Visibility Indemnification Clause Samples

Visibility Indemnification. Visibility shall defend Client and its Affiliates, officers, directors, shareholders and agents (each, a “Client Indemnitee”) from and against any third-party claim, demand, lawsuit or legal action: (i) alleging that the Visibility IP infringes or violates an Intellectual Property Right of a third party; (ii) arising from Visibility‘ failure to perform under Section 4.1 (Data Protection) or 4.2 (Data Use and Disclosure) above; or (iii) arising from Visibility‘ violation of its obligations under this Agreement with respect to Confidential Information (each of (i), (ii) and (iii), an “Visibility Indemnified Claim”), and indemnify each Client Indemnitee against any damages, attorneys’ fees, or other costs awarded against it in connection with an Visibility Indemnified Claim. Visibility’ obligations under this Section 10.1 do not apply to any Excluded Condition.