Common use of WARRANTY & INDEMNITY Clause in Contracts

WARRANTY & INDEMNITY. 10.1 Customer is responsible for ensuring that all Data Subjects have given or will give all necessary consents for the lawful Processing of Personal Data by Service Provider in accordance with the Agreement and Data Protection Laws. Customer warrants and represents that: (a) it has provided all applicable notices to Data Subjects required for the lawful Processing of Personal Data by the Service Provider in accordance with the Agreement or Data Protection Laws, or in respect of any Personal Data collected or received by Service Provider on behalf of the Customer; and (b) Customer has reviewed and confirmed the notices provided by the Service Provider to Data Subjects as accurate and sufficient for the lawful Processing of Personal Data by the Service Provider in accordance with the Agreement and Data Protection Laws. 10.2 Customer agrees to indemnify Service Provider and its officers, directors, employees, agents, affiliates, successors and permitted assigns (each an "Indemnified Party", and collectively the "Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees and court fees, that are incurred by the Indemnified Parties (collectively, "Losses") arising out of (i) any third party claim brought against the Service Provider relating to or arising out of any instructions given by the Customer to the Service Provider under the Agreement and this DPA; (ii) any failure to obtain the consents from clients whose Personal Data Customer has provided to Service Provider under the Agreement and this DPA; and