Common use of Indemnity Clause in Contracts

Indemnity. The Seller will indemnify, hold harmless and, upon the Company’s request, defend at Seller’s sole cost and expense, the Company, its agents, servants, officers, directors and employees, the Company’s distributors, dealers and all entities which purchase the Products or products into which the Products are incorporated, and their respective customers, harmless against any suit, action, proceeding, judgment, liability, cost, damage, loss, claim and expenses (including attorneys’ fees and costs) occasioned by, arising out of, relating to or alleging any claim for injury, death, damage or loss to any person or any property or any consequential or incidental damages resulting therefrom, caused or contributed to by (a) any fault, defect or alleged defect in the Products (including by reason of strict liability in tort), (b) the Seller’s breach of any provision of this Contract, (c) any act, fault, or negligence of Seller or anyone acting on its behalf or (d) any infringement, misappropriation or other violation of the patent, trade secret, trademark, trade name, or other intellectual property right of any other person, firm, corporation or other entity arising from the manufacture, sale or use of any of the Products. In connection with the Products or otherwise, if Seller’s employees, agents, sub-contractors or other representatives are on or present at any premises of the Company, the Seller shall be and is responsible for the acts and omissions of such persons within or about the Company’s premises and agrees to indemnify and hold the Company harmless against liability for damage to property or injury to or death of persons arising out of acts or omissions of the Seller’s employees or representatives. In the event of a claim by a third party against the Company which may be the subject of indemnification, the Company shall provide written notification thereof to the Seller. The Seller shall provide the Company with such reasonable assistance in the prosecution of any defense as the Company may request. The Seller will, in respect of any third party claim or suit, reimburse the Company for the legal and other actual defense expenses paid by the Company and/or the Company’s insurance carriers, and for the actual amount of any settlement or final judgment award paid by the Company and/or the Company’s insurance carriers. The Seller shall indemnify the Company against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of copyright, patent, registered design or other property right.