By FDMS Sample Clauses
The "By FDMS" clause designates actions, responsibilities, or rights that are specifically to be performed or exercised by FDMS, which is likely a party or entity named in the agreement. In practice, this clause clarifies which obligations—such as providing services, making payments, or delivering notices—are the sole responsibility of FDMS, distinguishing them from those of other parties. Its core function is to ensure clarity in the allocation of duties, reducing ambiguity and potential disputes over which party is responsible for particular aspects of the contract.
By FDMS. FDMS shall indemnify CSI, its affiliates, directors, officers and employees (the "CSI Group") for any Loss as a result of a claim by a third party (i) that FDMS, its Affiliates, the Channels, or their agents has breached the Program Privacy Policy; (ii) related to the FDMS Property; (iii) arising out of any products and services provided by FDMS, its Affiliates, the Channels, or their agents; and (iv) arising out of a breach of this Agreement by FDMS or its agents. FDMS' obligation to indemnify the CSI Group pursuant to this Section shall not apply to the extent such claim is due to the breach of this Agreement by a member of the CSI Group or its agents or the gross negligence or willful misconduct of any member of the CSI Group, CSI or its agents. In addition to the foregoing, FDMS shall indemnify the CSI Group for any Loss arising out of the use or disclosure of the CSI Member Information in any manner not permitted under this Agreement by any member of the FDMS Group (as defined in subsection 29a above) or its agents, wherein the information in issue was obtained by the party who wrongfully used or disclosed it, pursuant to, or as a result of, this Agreement.
By FDMS. FDMS hereby represents and warrants that:
i. it has all requisite corporate power and authority to enter into this Agreement and carry out the transactions contemplated hereby; and
ii. the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and does not violate any agreement which FDMS is bound by or any law, rule or regulation to which FDMS is subject.
By FDMS. FDMS shall indemnify the CSI Group for any Loss that may result by reason of any infringement or claim of infringement of any copyright, patent, trademark, trade secret or other proprietary right of any third party related to the FDMS Property, and all software, services and systems provided by FDMS, its Affiliates, the Channels, and their agents in connection with any Joint Program hereunder.
By FDMS. FDMS shall indemnify, defend and hold the Company, its ------- Affiliates and their respective directors, officers, employees and agents (collectively, the "Company Indemnified Persons") harmless from and against and in respect of any and all Losses that any of the Company Indemnified Persons shall incur or suffer, which arise, result from, or relate to any Infringement Claim asserted by any third Person against any of the Company Indemnified Persons relating to the FDMS Software.
By FDMS. As between FDMS and the Company, FDMS shall own the FDMS Software, the Mall Site, the FDMS Security Mark ▇▇▇tware, the hardware and related materials identified in Section 3.7.1, "Stuff" websites of Affiliates and the Gateway.
By FDMS. As between FDMS and the Company, FDMS shall own the ------- FDMS Gateway Enhancements, the FDMS Marks, the FDMS Software, the FDMS Security ▇▇▇▇ Software, the hardware and related materials identified in Section 3.7.1, private label branded versions of "Stuff" websites of ------------- Affiliates and Third-Party Resellers, and the following underlined URL: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any other URL used by FDMS to replace or ---------------------------- add to the foregoing.