Common use of Cognizant Clause in Contracts

Cognizant. Cognizant shall defend, indemnify and hold harmless the NAIC Indemnified Parties from and against any Loss relating to a Claim by a third party against the NAIC Indemnified Parties: (1) that the Cognizant Resources or use thereof infringes, or causes the infringement of, the proprietary rights of a third party, except to the extent such infringement is a result of: (a) use of the Cognizant Resources by NAIC Group in contravention of the Related Documentation or license granted to NAIC Group under Article 7 or an applicable SOW; (b) failure by NAIC Group to use new or corrected versions of such Cognizant Resources provided by Cognizant Group to NAIC Group with no additional charge (provided, however, that NAIC Group is notified that use of such new or corrected version is necessary to avoid infringement); (c) modifications made by NAIC Group or a NAIC Agent other than at the direction of Cognizant Group; (d) Cognizant Group complying with instructions, specifications or designs required or provided by NAIC Group where such compliance necessarily would give rise to such infringement; or (e) combination of the Cognizant Resources by NAIC Group or a NAIC Agent with products or systems other than those provided by, or authorized by, Cognizant Group; (2) relating to any taxes, interest, penalties or other amounts assessed against NAIC Group that are the obligation of Cognizant Group pursuant to Article 10; (3) relating to a breach of Section 8.01, Section 8.04, Article 13, Section 14.02 or Section 22.06 by Cognizant Group; (4) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Cognizant in Section 15.02(1), Section 15.02(2), Section 15.02(3), Section 15.02(4), Section 15.02(7), Section 15.02(9), Section 15.02(10), Section 15.02(11) or Section 15.02(12); (5) relating to (a) injury or death of any person (including employees of Cognizant Group or NAIC Group, or customers of NAIC Group) or (b) the loss of or damage to any tangible property (including tangible property of the employees of Cognizant Group or NAIC Group, or customers of NAIC Group), in each case, resulting from the acts or omissions (including breach of contract) of Cognizant Group; (6) by a Cognizant Agent, a member of the Service Delivery Organization or any third party to whom Cognizant Group owes a duty or obligation, except to the extent such claim is directly due to an act or omission of NAIC Group; (7) relating to the gross negligence or willful misconduct of Cognizant Group; (8) relating to Cognizant Group’s offer to employ any Affected Employees, including (a) any acts or omissions with respect to making offers to or employing any Affected Employee and (b) the terms of any offer provided to any Affected Employee or the terms of employment provided to any Transferred Employee, other than a Loss arising from a claim that such offer or term violated an obligation (e.g., through an employee policy, NAIC Group plan or contract) that NAIC Group owed to such Affected Employee or Transferred Employee; or (9) relating to Cognizant Group’s employment or termination of the employment of any Transferred Employee during any period on or after such Transferred Employee’s Transfer Date, including any claim by a Transferred Employee that arises under any Law (including, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Americans with Disabilities Act of 1990 and ERISA and all other Laws regulating the terms and conditions of employment), under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any benefit plans or under any policy, agreement, understanding or promise, written, oral or implied, formal or informal, between Cognizant Group and such Affected Employee or Transferred Employee. Cognizant shall indemnify NAIC Indemnified Parties from any costs reasonably incurred in connection with enforcing this Section.