Common use of Indemnity Clause in Contracts

Indemnity. 11.31.1. The Bidder/ successful bidder shall indemnify the Bank, and shall always keep indemnified and hold the Bank, its employees, personnel, officers, directors, harmless from and against any and all losses, liabilities, claims, actions, costs and expenses (including attorneys' fees) relating to, resulting directly or indirectly from or in any way arising out of any claim, suit or proceeding brought against the Bank as a result of: 1. Bank’s authorized / bona fide use of the Deliverables and /or the Services provided by Bidder under this RfP document; and/or 2. An act or omission of the Bidder, employees, agents, sub contractors in the performance of the obligations of the Bidder under this RfP document; and/or 3. Claims made by employees or subcontractors or subcontractors’ employees, who are deployed by the Bidder, against the Bank; and/or 4. Breach of any of the term of this RfP document and/or of the agreement to be entered subsequent this RfP or breach of any representation or false representation or inaccurate statement or assurance or covenant or warranty by the successful Bidder under this RfP document and/or of the agreement to be entered subsequent this RfP; and/or 5. Any or all Deliverables or Services infringing any patent, trademarks, copyrights or such other Intellectual Property Rights; and/or 6. Breach of confidentiality obligations of the Bidder contained in this RfP document; and/or 7. Negligence, fraudulence activities or gross misconduct attributable to the bidder or its employees or sub-contractors; and/or 8. The use of unlicensed and illegal Software and/or allied components by the successful Bidder 11.31.2. The Bidder will have to at its own cost and expenses defend or settle any claim against the Bank that the Deliverables and Services delivered or provided under this RfP document infringe a patent, utility model, industrial design, copyright, trade secret, mask work or trade mark in the country where the Deliverables and Services are used, sold or received, provided the Bank: 1. Notifies the Bidder in writing; and 2. Cooperate with the bidder in the defense and settlement of the claims. 11.31.3. The Bidder shall not be liable for defects or non-conformance resulting from: 1. Software, hardware, interfacing not approved by Bidder; or 2. Unauthorized modification of Software or any individual product supplied under this RfP document, or Bank’s failure to comply with any mutually agreed environmental specifications. 3. Use of a Deliverable in an application or environment for which it was not designed or not contemplated under this Agreement; 4. Modification of a deliverable by anyone other than the bidder where the unmodified version of the deliverable would not be infringing.

Indemnity. 11.31.18.31.1. The Bidder/ successful bidder shall indemnify the Bank, and shall always keep indemnified and hold the Bank, its employees, personnel, officers, directors, harmless from and against any and all losses, liabilities, claims, actions, costs and expenses (including attorneys' fees) relating to, resulting directly or indirectly from or in any way arising out of any claim, suit or proceeding brought against the Bank as a result of: : 1. Bank’s authorized / bona fide use of the Deliverables and /or the Services provided by Bidder under this RfP document; and/or and/or 2. An act or omission of the Bidder, employees, agents, sub contractors in the performance of the obligations of the Bidder under this RfP document; and/or and/or 3. Claims made by employees or subcontractors or subcontractors’ employees, who are deployed by the Bidder, against the Bank; and/or and/or 4. Breach of any of the term of this RfP document and/or of the agreement to be entered subsequent this RfP or breach of any representation or false representation or inaccurate statement or assurance or covenant or warranty by the successful Bidder under this RfP document and/or of the agreement to be entered subsequent this RfP; and/or and/or 5. Any or all Deliverables or Services infringing any patent, trademarks, copyrights or such other Intellectual Property Rights; and/or and/or 6. Breach of confidentiality obligations of the Bidder contained in this RfP document; and/or and/or 7. Negligence, fraudulence activities or gross misconduct attributable to the bidder or its employees or sub-contractors; and/or and/or 8. The use of unlicensed and illegal Software and/or allied components by the successful Bidder 11.31.28.31.2. The Bidder will have to at its own cost and expenses defend or settle any claim against the Bank that the Deliverables and Services delivered or provided under this RfP document infringe a patent, utility model, industrial design, copyright, trade secret, mask work or trade mark in the country where the Deliverables and Services are used, sold or received, provided the Bank: : 1. Notifies the Bidder in writing; and and 2. Cooperate with the bidder in the defense and settlement of the claims. 11.31.38.31.3. The Bidder shall not be liable for defects or non-conformance resulting from: 1. : 1 Software, hardware, interfacing not approved by Bidder; or 2. or 2 Unauthorized modification of Software or any individual product supplied under this RfP document, or Bank’s failure to comply with any mutually agreed environmental specifications. 3. . 3 Use of a Deliverable in an application or environment for which it was not designed or not contemplated under this Agreement; 4. ; 4 Modification of a deliverable by anyone other than the bidder where the unmodified version of the deliverable would not be infringing.

Indemnity. 11.31.1. The Bidder/ successful bidder selected Respondent shall indemnify the Bank, and shall always keep indemnified and hold the Bank, its employees, personnel, officers, directors, (hereinafter collectively referred to as “ Personnel”) harmless from and against any and all losses, liabilities, claims, actions, costs and expenses (( including attorneys' ’ fees) relating to, resulting directly or indirectly from or in any way arising out of any claim, suit or proceeding brought against the Bank as a result of: 1. • The Bank’s authorized / authorized/ bona fide use of the Deliverables deliverables and /or the Services provided by the selected Bidder under this RfP documentRfE; and/or 2. An • an act or omission of the Bidder, selected Respondent and/or its employees, agents, sub contractors in the performance of the obligations of the Bidder under this RfP documentRfE; and/or 3. Claims • claims made by employees or subcontractors or subcontractors’ employees, who are deployed by the Bidderselected Respondent, against agains t the Bank; and/or 4. Breach • claims arising out of employment, non -payment of remuneration and non - provision of statutory benefits by the selected Respondent to its employees • breach of any of the term of this RfP document and/or of the agreement to be entered subsequent this RfP RfE or breach of any representation or false representation or inaccurate statement or assurance or covenant or warranty by of the successful Bidder selected Respondent under this RfP document and/or of the agreement to be entered subsequent this RfPRfE; and/or 5. Any • any or all Deliverables or Services infringing any patent, trademarks, copyrights or such other Intellectual Property Rights; and/or 6. Breach and/ or • breach of confidentiality obligations of the Bidder selected Respondent contained in this RfP documentRfE; and/or 7. Negligence, fraudulence activities and/ or • Negligence or gross misconduct attributable to the bidder selected respondent or its employees employees. T001222800/2021/BYO/HRV Issued on: January 08, 2021 Page: 13 of 31 Indemnity would cover damages, loss or sub-contractors; and/or 8. The use of unlicensed and illegal Software and/or allied components liabilities suffered by the successful Bidder 11.31.2. The Bidder will have Bank arising out of claims made by customer and / or regulatory authorities for reasons attributable to at its own cost and expenses defend or settle any claim against the Bank that the Deliverables and Services delivered or provided breach of obligations under this RfP document infringe a patent, utility model, industrial design, copyright, trade secret, mask work or trade mark in RfE and subsequent agreement by the country where the Deliverables and Services are used, sold or received, provided the Bank: 1. Notifies the Bidder in writing; and 2. Cooperate with the bidder in the defense and settlement of the claimsselected Respondent. 11.31.3. The Bidder shall not be liable for defects or non-conformance resulting from: 1. Software, hardware, interfacing not approved by Bidder; or 2. Unauthorized modification of Software or any individual product supplied under this RfP document, or Bank’s failure to comply with any mutually agreed environmental specifications. 3. Use of a Deliverable in an application or environment for which it was not designed or not contemplated under this Agreement; 4. Modification of a deliverable by anyone other than the bidder where the unmodified version of the deliverable would not be infringing.