Indemnification Exemple de Clauze
Indemnification. 12.1. Indemnification by Customer
(a) Customer is liable in case of any claims by third parties for damages incurred by such third parties in connection with Customer’s usage of Services.
(b) Customer agrees to indemnify, defend, release, and hold Service Provider, and all Service Partner, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by Service Provider arising as a result of, or in connection with: • any negligent acts, omissions or wilful misconduct by Customer; • any breach of this Agreement by Customer; and/or • Customer’s violation of any law including but not limited to data protections laws or of any rights of any third party.
(c) In the event Service Provider seeks indemnification from Customer according to 12 (Indemnification), Service Provider will inform
(d) In this case, Service Provider is entitled to appoint a legal counsel and to control any proceeding necessary to safeguard its rights as well as to demand reimbursement of the associated costs.
12.2. Indemnification by Service Provider
(a) Service Provider will indemnify Customer from claims of third parties arising from the infringement of their Intellectual Property rights which have arisen through the use of Services by Customer to the extent set out in 10 (Liability).
(b) Customer will give Service Provider prompt written notice in parallel with an e-mail notification of such claim. Customer will also provide information, reasonable assistance as well as the sole authority to Service Provider to defend or settle such claim.
(c) Service Provider may, at its reasonable discretion,
(i) obtain for Customer the right to continue using Services, or
(ii) replace or modify Services so that they become non-infringing; or
(iii) cease to provide Services and reimburse Customer for reasonable expenses resulting therefrom. EN_Transporeon_Platform_User_Agreement_GTC_2.0
Indemnification. 11.1. The Participant indemnifies and agrees to defend Universal Robots, its distributors and sales agents against any and all actions, suits and claims and hold harmless from any and all liabilities, damages, losses, costs and expenses (including reasonable attorney and professional fees) that result or arise from the Participant's par- ticipation in the Program, including but not limited to, Participant’s use of the Content, Participant’s Feedback, and any use of the Program in a manner that is inconsistent with this Agreement.
11.2. Universal Robots will indemnify, defend and hold the Participant harmless, against all claims against the Participant alleging that the Content, in and of itself, infringes the intellectual property rights of a third party in the country where the Content is initially delivered, provided the Participant promptly notifies Universal Robots in writing, assists in the investigation or defense of the claim and allows Universal Robots to be solely responsible and control the defense and settlement of such claim.