Common use of Client Indemnification Clause in Contracts

Client Indemnification. CLIENT shall indemnify, defend and hold harmless BAXTER and its Affiliates and any of their respective directors, managers, members, officers, employees, authorized subcontractors and agents (collectively the "Indemnified Parties") from and against any and all liabilities, obligations, penalties, judgments, disbursements of any kind and nature, losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees and costs) incurred as a result of any claims, demands, actions or other proceedings by unaffiliated third parties against an Indemnified Party to the extent arising out of property damage or personal injury (including without limitation death) of third parties (collectively "Claims"), resulting from (a) CLIENT's storage, promotion, labeling, marketing, distribution, use or sale of Bulk Conjugated Antibody, other CLIENT Supplied Components or Products, (b) CLIENT's negligence, omission or willful misconduct, (c) CLIENT's breach of its representations or obligations under this Agreement, (d) the execution, delivery and performance of this Agreement by CLIENT conflicting with any other agreement of CLIENT relating to the production and supply of Product, or (e) any claim that the use, sale, Production, marketing or distribution of Bulk Conjugated Antibody, other CLIENT Supplied Components or Products by BAXTER in accordance with this Agreement, or by CLIENT, violates the patent, trademark, copyright or other proprietary rights of any third party, except to the extent any of the foregoing (a) or (e) is caused [CONFIDENTIAL TREATMENT REQUESTED] by the negligence, omission or willful misconduct of the Indemnified Parties or [CONFIDENTIAL TREATMENT REQUESTED] by the breach by BAXTER of its representations or obligations under this Agreement.

Client Indemnification. CLIENT shall indemnify, defend and hold harmless BAXTER XXXXXX and its Affiliates Affiliates, and any of their respective directors, managers, members, officers, employees, authorized subcontractors and agents (collectively the "“Indemnified Parties"”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees and costs’s fees) incurred as a result of any claims, demands, actions or other proceedings by unaffiliated third parties against an Indemnified Party to the extent arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively "“Claims")”) including without limitation Claims allegedly resulting in whole or in part by the negligent acts or omission of the Indemnified Parties or for acts or omissions for which the Indemnified Parties otherwise would be strictly liable, resulting from in connection with (a) CLIENT's ’s storage, promotion, labeling, marketing, distribution, use or sale of Bulk Conjugated Antibody, other CLIENT Supplied Components Drug Substance or ProductsDrug Product, (b) CLIENT's negligence, omission ’s negligence or willful misconduct, (c) CLIENT's ’s breach of its representations or obligations under this Agreement, or (d) the execution, delivery and performance of this Agreement by CLIENT conflicting with any other agreement of CLIENT relating to the production and supply of Product, or (e) any claim that the use, sale, Production, marketing or distribution of Bulk Conjugated Antibody, other Drug Substance or Drug Product by XXXXXX or CLIENT Supplied Components or Products by BAXTER in accordance with this Agreement, or by CLIENT, violates the patent, trademark, copyright or other proprietary rights of any third party, except to the extent any of the foregoing (a) or (ed) is caused [CONFIDENTIAL TREATMENT REQUESTED] solely by the negligence, omission negligence or willful misconduct of the Indemnified Parties or [CONFIDENTIAL TREATMENT REQUESTED] solely by the breach by BAXTER XXXXXX of its representations or obligations under this Agreement.

Client Indemnification. CLIENT Client shall indemnify, defend and hold harmless BAXTER Catalent, its Affiliates, and its Affiliates and any of their respective directors, managers, members, officers, employees, authorized subcontractors employees and agents (collectively the "Indemnified Parties"collectively, “Catalent Indemnitees”) from and against any and all liabilitiesDamages, obligationswhether or not foreseeable or in the contemplation of Catalent or Client, penalties, judgments, disbursements that Catalent suffers as a result of any kind third party claims, third party suits or third party actions arising from: (a) any breach of the representations and naturewarranties set forth in Sections 6.1 (“Mutual Representations and Warranties”) and 6.2 (“Representations and Warranties of Client”); (b) the distribution or use of the Product (including product liability or bodily injury with respect to the Product), lossesexcept to the extent such loss, damagesdamage, costs and expenses are directly caused by Catalent’s breach of Section 6.3 of this Agreement; (c) negligence (active, passive or imputed), gross negligence or willful misconduct of any Client Indemnitee in relation to the use, processing, storage or sale of the Product; or (d) any claims by third parties alleging Catalent’s use of the Client Materials, Client Confidential Information, Client Intellectual Property Rights or the Product Specifications in accordance with this Agreement infringes any rights (including, without limitation, reasonable attorney's fees and costsany intellectual or other proprietary rights) incurred as a result of any claims, demands, actions third party (whether or other proceedings by unaffiliated third parties against an Indemnified Party not Client knew or should have known about such alleged infringement) except to the extent arising out of property damage or personal injury (including without limitation death) of third parties (collectively "Claims"), resulting from (a) CLIENT's storage, promotion, labeling, marketing, distribution, use or sale of Bulk Conjugated Antibody, other CLIENT Supplied Components or Products, (b) CLIENT's negligence, omission or willful misconduct, (c) CLIENT's breach of its representations or obligations under this Agreement, (d) the execution, delivery and performance of this Agreement by CLIENT conflicting with Catalent infringes any other agreement of CLIENT relating to the production and supply of Product, or (e) any claim that the use, sale, Production, marketing or distribution of Bulk Conjugated Antibody, other CLIENT Supplied Components or Products by BAXTER in accordance with this Agreement, or by CLIENT, violates the patent, trademark, copyright or other proprietary rights of any third partyparties by application of Catalent’s Production techniques or any Catalent Intellectual Property Rights while performing the Services; in each case (a) – (d), except to the extent the Damages are a result of any of the foregoing Catalent Indemnitee’s negligence (a) active, passive or (e) is caused [CONFIDENTIAL TREATMENT REQUESTED] by the negligenceimputed), omission gross negligence or willful misconduct or breach of the Indemnified Parties or [CONFIDENTIAL TREATMENT REQUESTED] by the breach by BAXTER of its representations or obligations under this Agreement.

Client Indemnification. CLIENT shall indemnify, defend and hold harmless BAXTER AXXXXX and its Affiliates Affiliates, and any of their respective directors, managers, members, officers, employees, authorized subcontractors and agents (collectively the "“Indemnified Parties"”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees and costs’s fees) incurred as a result of any claims, demands, actions or other proceedings by unaffiliated third parties against an Indemnified Party to the extent arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively "“Claims")”) including without limitation Claims allegedly resulting in whole or in part by the negligent acts or omission of the Indemnified Parties or for acts or omissions for which the Indemnified Parties otherwise would be strictly liable, resulting from in connection with (a) CLIENT's ’s storage, promotion, labeling, marketing, distribution, use or sale of Bulk Conjugated Antibody, other CLIENT Supplied Components Drug Substance or ProductsDrug Product, (b) CLIENT's negligence, omission ’s negligence or willful misconduct, (c) CLIENT's ’s breach of its representations or obligations under this Agreement, or (d) the execution, delivery and performance of this Agreement by CLIENT conflicting with any other agreement of CLIENT relating to the production and supply of Product, or (e) any claim that the use, sale, Production, marketing or distribution of Bulk Conjugated Antibody, other Drug Substance or Drug Product by AXXXXX or CLIENT Supplied Components or Products by BAXTER in accordance with this Agreement, or by CLIENT, violates the patent, trademark, copyright or other proprietary rights of any third party, except to the extent any of the foregoing (a) or (ed) is caused [CONFIDENTIAL TREATMENT REQUESTED] solely by the negligence, omission negligence or willful misconduct of the Indemnified Parties or [CONFIDENTIAL TREATMENT REQUESTED] solely by the breach by BAXTER AXXXXX of its representations or obligations under this Agreement.