Common use of Indemnification and Defense Clause in Contracts

Indemnification and Defense. The Vendor shall defend, indemnify, and hold harmless the ERS and its trustees, employees, and agents from and against all liability, loss, damage, cost and expense, including all attorneys’ fees, and all claims, suits, and demands therefore, arising out of or resulting from the Vendor’s breach of the Vendor’s obligations under this Agreement or from the retention, use, or disclosure of Confidential Information by Vendor’s employees, contractors, consultants, or agents for any purpose other than as permitted or required by this Agreement or the Contract. The liability, loss, damage, costs, expense, claims, suits, and demands referred to in this paragraph include, without limitation, the costs and expenses for complying with section 487N-2, Hawaii Revised Statutes, and any other claims arising out of, and costs and expenses of any other actions that the ERS reasonably believes are necessary for the mitigation of, security breaches or potential relating to Confidential Personal Information. The provisions of this paragraph shall survive termination or completion of the Contract.