Common use of By Client Clause in Contracts

By Client. Client agrees to indemnify, save and hold harmless Company, together with its members, managers, employees, agents, successors and permitted assigns, from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement, provided that: (a) Company shall promptly notify Client in writing of any claim or suit; (b) Client shall have sole control of the defense and all related settlement negotiations; and (c) Company shall provide Client with commercially reasonable assistance, information and authority necessary to By Company. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Company agrees to indemnify, save and hold harmless Client, together with its owners, managers, directors, officers, employees, agents, successors and permitted assigns, from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Company’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client, provided that: (a) Client shall promptly notify Company in writing of the claim; (b) Company shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Company with the assistance, information and authority necessary to perform Company’s obligations under this section. Notwithstanding the foregoing, Company shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Company. Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF COMPANY ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF COMPANY, ITS MANAGERS, EMPLOYEES, COMPANY AGENTS AND AFFILIATES (“COMPANY PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF COMPANY FROM THE SERVICES. IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY COMPANY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

By Client. Client hereby agrees to indemnify, save defend and hold harmless CompanyConsultant, together with its membersdirectors, managersofficers, principals, employees, agents, affiliates, shareholders, members, managers, representatives, consultants, successors and permitted assigns, assigns from and against any and all claims, damages, liabilitieslosses, liability, deficiencies, actions, causes of action, suits, proceedings, costs, losses expenses or legal expenses arising out of any claim, demand, or action by a third party arising out of resulting from: (i) any breach of a representation, warranty or covenant contained in this Agreement by Client’s responsibilities ; (ii) any activities or obligationsservices performed hereunder by Consultant, representations unless such Losses were the result of the intentional misconduct or warranties under this Agreement, provided that: gross negligence of Consultant; and/or (aiii) Company any and all costs and expenses (including reasonable attorneys' and paralegals' fees) related to the foregoing. Consultant shall promptly notify Client in writing of any claim fact or suit; (b) Client shall have sole control of the defense and all related settlement negotiations; and (c) Company shall provide Client with commercially reasonable assistance, information and authority necessary circumstance which may give rise to By Company. Subject liability under this Section 6 after such fact or circumstance comes to the termsattention of Consultant. Client and its legal representatives shall compromise or defend any such matter involving asserted liability through counsel of Client’s own choosing, conditionsat Client’s expense; provided, express representations and warranties provided in this Agreementhowever, Company agrees to indemnify, save and hold harmless Client, together with its owners, managers, directors, officers, employees, agents, successors and permitted assigns, from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Company’s representations and warranties made herein, except that in the event of litigation, Client shall take all actions necessary in order to protect Consultant. In the event Client undertakes to compromise or defend any such claimsliability, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client, provided that: (a) Client shall promptly notify Company Consultant in writing promptly of such intention to do so, and Consultant shall cooperate with Client and its counsel in the claim; (b) Company shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Company with the assistance, information and authority necessary to perform Company’s obligations under this section. Notwithstanding the foregoing, Company shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal usecompromising of, or the failure defending against, any such liabilities or claims. Consultant shall have the right to update employ counsel at Consultant’s own expense to monitor the defense in any such claim. Should Client fail or maintain refuse to defend any Deliverables provided such claim, Consultant shall have the right to compromise said liability, or shall defend same, in which event Client shall be liable for all sums expended by CompanyConsultant in compromising and/or defending any such liability. Limitation The indemnification provisions hereunder shall survive any termination of Liability. THE SERVICES AND THE WORK PRODUCT OF COMPANY ARE SOLD “AS ISthis Agreement.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF COMPANY, ITS MANAGERS, EMPLOYEES, COMPANY AGENTS AND AFFILIATES (“COMPANY PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF COMPANY FROM THE SERVICES. IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY COMPANY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

By Client. Client agrees CLIENT represents and warrants that: (a) CLIENT is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) CLIENT has all requisite limited liability company power and authority to indemnifyexecute, save deliver and hold harmless Company, together with perform its members, managers, employees, agents, successors and permitted assigns, from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties obligations under this Agreement, provided that: (a) Company shall promptly notify Client in writing of any claim or suit; (b) Client shall have sole control of the defense and all related settlement negotiations; and . (c) Company shall provide Client with commercially reasonable assistanceCLIENT is duly licensed, information authorized or qualified to do business and authority necessary to By Company. Subject to is in good standing in every jurisdiction in which a license, authorization or qualification is required for the terms, conditions, express representations and warranties provided in this Agreement, Company agrees to indemnify, save and hold harmless Client, together with ownership or leasing of its owners, managers, directors, officers, employees, agents, successors and permitted assigns, from any and all damages, liabilities, costs, losses assets or expenses arising out the transaction of any finding business of fact which is inconsistent with Company’s representations and warranties made hereinthe character transacted by it, except in where the event any such claimsfailure to be so licensed, damages, liabilities, costs, losses authorized or expenses arise directly as qualified would not have a result of gross negligence or misconduct of Client, provided that: (a) Client shall promptly notify Company in writing of the claim; (b) Company shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Company with the assistance, information and authority necessary material adverse effect on CLIENT's ability to perform Company’s fulfill its obligations under this sectionAgreement. (d) The execution, delivery and performance of this Agreement has been duly authorized by CLIENT. (e) CLIENT shall comply with all applicable Federal, state and local laws (including HIPAA) and regulations applicable to CLIENT and shall obtain all applicable permits and licenses required of CLIENT in connection with its obligations under this Agreement. (f) CLIENT has not disclosed any Confidential Information of OUTSOURCER as of the Agreement Date. (g) There is no outstanding litigation, arbitrated matter or other dispute to which CLIENT is a party which would reasonably be expected to have a potential or actual material adverse effect on CLIENT's or OUTSOURCER's ability to fulfill its respective obligations under this Agreement. (h) To its knowledge the CLIENT Intellectual Property does not and will not infringe upon the proprietary rights of any third party. (i) Subject to Section 14.5, the OUTSOURCER is authorized to receive from CLIENT and CLIENT Agents (including the CLIENT's sales representatives who interface with the Physicians where the OfficeCare and Insurance Business orders are placed) Protected Health Information in connection with the performance of the Services hereunder. Notwithstanding CLIENT shall cause all CLIENT Agents that will provide Protected Health Information to OUTSOURCER in connection with OUTSOURCER's performance of the foregoing, Company shall have no obligation Services to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due execute a Business Associate (as defined under HIPAA) agreement in a form reasonably satisfactory to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Company. Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF COMPANY ARE SOLD “AS ISOUTSOURCER.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF COMPANY, ITS MANAGERS, EMPLOYEES, COMPANY AGENTS AND AFFILIATES (“COMPANY PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF COMPANY FROM THE SERVICES. IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY COMPANY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

By Client. Client agrees to indemnify, save and hold harmless Company, together with its members, managers, employees, agents, successors and permitted assigns, from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement, provided that: (a) Company shall promptly notify Client in writing of any claim or suit; (b) Client shall have sole control of the defense and all related settlement negotiations; and (c) Company shall provide Client with commercially reasonable assistance, information and authority necessary to By Company. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Company agrees to indemnify, save and hold harmless Client, together with its owners, managers, directors, officers, employees, agents, successors and permitted assigns, from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Company’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client, provided that: (a) Client shall promptly notify Company in writing of the claim; (b) Company shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Company with the assistance, information and authority necessary to perform Company’s obligations under this section. Notwithstanding the foregoing, Company shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Company. Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF COMPANY ARE SOLD “AS IS.” IN ALL CIRCUMSTANCESC IRCUMSTANCES, THE MAXIMUM LIABILITY OF COMPANY, ITS MANAGERS, EMPLOYEES, COMPANY AGENTS AND AFFILIATES (“COMPANY PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF COMPANY FROM THE SERVICES. IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECTIND IRECT, INCIDENTALINC IDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY COMPANY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING NOTWITHSTAND ING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

By Client. Client agrees represents and warrants to indemnifyMightyWeb that: (a) To the best of Client’s knowledge, save use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and hold harmless Companyconditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to MightyWeb to use Third Party Materials. By MightyWeb: MightyWeb represents and warranty to Client that: (a) MightyWeb will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) MightyWeb shall secure all necessary rights, together with its memberstitle, managersand interest in and to the Final Deliverables, employeesincluding MightyWeb Tools, agentssufficient for MightyWeb to grant the intellectual property rights provided in this Agreement; (c) To the best of MightyWeb’s knowledge, successors the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and permitted assignswarranties of MightyWeb shall be void. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, MIGHTYWEB MAKES NO WARRANTIES WHATSOEVER. MIGHTYWEB EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. By Client: Client shall indemnify MightyWeb from any and all damages, liabilities, costs, losses losses, expenses or expenses attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement, provided that: (a) Company . MightyWeb shall promptly notify Client in writing of any third party claim or suit; (b) . Client shall have sole the right to fully control of the defense and all related any settlement negotiations; and (c) Company shall provide Client with commercially reasonable assistance, information and authority necessary to By Company. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Company agrees to indemnify, save and hold harmless Client, together with its owners, managers, directors, officers, employees, agents, successors and permitted assigns, from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Company’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client, provided that: (a) Client shall promptly notify Company in writing of the claim; (b) Company shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Company with the assistance, information and authority necessary to perform Company’s obligations under this section. Notwithstanding the foregoing, Company shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding suit. By Developer: In the case of fact arising out of a third party lawsuit or due to Client Contentproceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, MightyWeb may at its own expense, replace any unauthorized infringing content with non-infringing content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Company. Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF COMPANY MIGHTYWEB ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF COMPANYMIGHTYWEB, ITS MANAGERSDIRECTORS, OFFICERS, EMPLOYEES, COMPANY DESIGN AGENTS AND AFFILIATES (“COMPANY MIGHTYWEB PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF COMPANY FROM THE SERVICESMIGHTYWEB. IN NO EVENT SHALL ANY OF THE COMPANY PARTIES MIGHTYWEB BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY COMPANYMIGHTYWEB, EVEN IF COMPANY MIGHTYWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.