Common use of Distributor Indemnification Clause in Contracts

Distributor Indemnification. Distributor shall defend Seller against any third-party claims and legal actions brought by a third party (i) alleging that use of the Equipment in contradiction of usage instructions from Seller or in violation of this Agreement infringes or misappropriates any intellectual property rights of, or has otherwise harmed, a third party; (ii) resulting from a representation made by Distributor to a third party (e.g., sale or promotion of equipment inconsistent with the FDA and FDA regulations and guidance related to the advertising, promotion, and labeling of medical devices, the Equipment’s instructions for use, and industry-standard medical device and business practices); or (iii) arising out of or related to Distributor’s use or alleged use of the Equipment other than as permitted under this Agreement (e.g., Distributor’s improper handling or storage of the Equipment). Distributor will pay any damages, losses, attorneys’ fees, and legal costs finally awarded against Seller as a result of any claim that is subject to indemnification under this Section.