By Epicor. 9.1.1. Subject to the terms and conditions contained herein, Epicor will, at its own expense, defend Partner and its Affiliates and their directors, officers and employees (each, a “Partner Indemnified Party” and an “Indemnified Party”) against any claim, demand, suit, proceeding or action (a “Claim”), and shall indemnify and hold harmless the Partner Indemnified Parties from and against any damages, costs (including but not limited to reasonable attorney fees and costs) or amounts agreed to in a monetary settlement arising out of or in connection with such Claim to the extent the Claim is made or brought by or on behalf of a third party alleging that the Products or any Services furnished by Epicor or its Affiliates infringe any copyright or patent, or misappropriates any trade secret, of such third party (“Partner Claim”). Epicor has no obligation under this Section or otherwise to the extent a Partner Claim is based on (i) any use of the Products not in accordance with the Agreement or the applicable Documentation or Customer Agreement, (ii) any use of the Products or Services (furnished by Epicor or its Affiliates) in combination with other products not supplied by Epicor hereunder if the infringement is caused by such combination, (iii) modification of the Products other than by or at Epicor’s direction, or (iv) any marketing claims or other actions by Partner not in compliance with the terms of the Agreement. Epicor has no liability or obligation under this Section with respect to Partner Claims involving Third Party Applications.
By Epicor. 7.1.1. Subject to the terms and conditions in the Agreement, Epicor will, at its own expense, defend Customer and its Affiliates, and their directors, officers and employees (each, an “Indemnified Party” and “Customer Indemnified Party”) against any claim, demand, suit, proceeding or action (each, a “Claim”), and will indemnify Customer Indemnified Parties for Losses finally awarded against them or amounts agreed to in a monetary settlement arising out of or in connection with such Claim to the extent the Claim is made or brought by or on behalf of an unaffiliated third party alleging that any Products furnished by Epicor hereunder infringe any copyright or patent, or misappropriate any trade secret, of such third party issued, honored or enforceable under U.S. laws or the laws of any other country where Epicor or its Affiliates have business operations (a “Customer Claim”).
By Epicor. 7.1.1. Subject to the terms and conditions in the Agreement, Epicor will, at its own expense, defend Customer and its Affiliates, and their directors, officers and employees (each, an “Indemnified Party” and “Customer Indemnified Party”) against any claim, demand, suit, proceeding or action (each, a “Claim”), and will indemnify Customer Indemnified Parties against any damages, liabilities, costs and expenses (including but not limited to reasonable attorney fees and costs) (“Losses”) finally awarded against them or amounts agreed to in a monetary settlement arising out of or in connection with such Claim to the extent the Claim is made or brought by or on behalf of an unaffiliated third party alleging that the Products furnished by Epicor hereunder infringe any copyright or patent, or misappropriate any trade secret, of such third party issued, honored or enforceable under U.S. laws or the laws of any other country where Epicor or its Affiliates have business operations (“Customer Claim”).
By Epicor. To the extent requested by the Employee, and as permitted by law, Scala or Epicor (as the case may be) will provide the Employee with oral and/or written job references which confirm objective facts such as the dates of employment, title, salary, etc. The responses to any enquiries regarding employment will be in accordance with the intention and spirit of the bullet points at Schedule 2.
