Common use of INDEMNIFICATION Clause in Contracts

INDEMNIFICATION. a) Customer agrees to indemnify, defend and hold harmless Xxxxxxxxx from and against any and all costs, losses, expenses, damages, claims, liabilities or fines, including, but not limited to, reasonable attorneys' fees and court costs, resulting from or arising in connection with (i) any claim of infringement of any Intellectual Property or other proprietary rights of any third party to the extent that the Goods were manufactured or used pursuant to Specifications supplied or required by Customer; or (ii) any and all actual or alleged injuries to, or deaths of, persons and any and all damage to, or destruction of, property arising directly or indirectly from or relating to the Goods sold pursuant to the Agreement, or any products or items manufactured using such Goods, or relating to the products items or equipment serviced under the Agreement, except for such costs, losses, expenses, damages, claims, liabilities or fines which directly are caused by or result from Sartorius' willful misconduct or gross negligence; or (iii) the negligence and/or willful misconduct of Customer, its employees or agents; or (iv) any failure of the Customer and/or its Representatives to comply with Applicable Law and/or related Specifications in the handling or use of the Goods and/or Services.

Appears in 2 contracts

Samples: www.sartorius.com, www.sartorius.com

INDEMNIFICATION. a) Customer agrees to indemnify, defend and hold harmless Xxxxxxxxx Sartorius from and against any and all costs, losses, expenses, damages, claims, liabilities or fines, including, but not limited to, reasonable attorneys' fees and court costs, resulting from or arising in connection with (i) any claim of infringement of any Intellectual Property or other proprietary rights of any third party to the extent that the Goods were manufactured or used pursuant to Specifications supplied or required by Customer; or (ii) any and all actual or alleged injuries to, or deaths of, persons and any and all damage to, or destruction of, property arising directly or indirectly from or relating to the Goods sold pursuant to the Agreement, or any products or items manufactured using such Goods, or relating to the products items or equipment serviced under the Agreement, except for such costs, losses, expenses, damages, claims, liabilities or fines which directly are caused by or result from Sartorius' willful misconduct or gross negligence; or (iii) the negligence and/or willful misconduct of Customer, its employees or agents; or (iv) any failure of the Customer and/or its Representatives to comply with Applicable Law and/or related Specifications in the handling or use of the Goods and/or Services.

Appears in 1 contract

Samples: www.sartorius.com

INDEMNIFICATION. a) Customer Xxxxxxxx agrees to indemnify, defend and hold harmless Xxxxxxxxx Sartorius from and against any and all costs, losses, expenses, damages, claims, liabilities or fines, including, but not limited to, reasonable attorneys' fees and court costs, resulting from or arising in connection with (i) any claim of infringement of any Intellectual Property or other proprietary rights of any third party to the extent that the Goods were manufactured or used pursuant to Specifications supplied or required by Customer; or (ii) any and all actual or alleged injuries to, or deaths of, persons and any and all damage to, or destruction of, property arising directly or indirectly from or relating to the Goods sold pursuant to the Agreement, or any products or items manufactured using such Goods, or relating to the products items or equipment serviced under the Agreement, except for such costs, losses, expenses, damages, claims, liabilities or fines which directly are caused by or result from Sartorius' willful misconduct or gross negligence; or (iii) the negligence and/or willful misconduct of Customer, its employees or agents; or (iv) any failure of the Customer and/or its Representatives to comply with Applicable Law and/or related Specifications in the handling or use of the Goods and/or Services.

Appears in 1 contract

Samples: www.sartorius.com