Common use of Distributor indemnity Clause in Contracts

Distributor indemnity. Distributor shall indemnify and hold Riverdeep harmless from and against all Damages which may arise or result from or relate to (i) contract claims between Distributor and any of its distributors, resellers, replicators, or retailers relating to any of the Products; (ii) any Damages incurred by Riverdeep as a result of any sale by Distributor of any Product outside of the Territory; (iii) any Damages incurred by Riverdeep resulting from a breach by Distributor of any provision of this Agreement; (iv) any third party claims of misleading advertising by Distributor; (v) any trademark, trade dress, copyright, or patent infringement claim, claim involving appropriation of trade secrets, claim arising out of the use and exploitation of a person's appearance or likeness, in each case solely arising out of any Product packaging created by or on behalf of Distributor, or claim arising out of anyone's right to publicity or invasion of privacy contained in any such Product packaging other than any claim relating to underlying art assets or other materials provided by or on behalf of Riverdeep to Distributor; (vi) any unfair trade practice, antitrust, or consumer protection claims relating to the manufacture, marketing, sale or distribution of the Products by Distributor; (vii) any personal injury claims relating to Distributor's manufacture, sale, marketing or distribution of the Products, except to the extent arising from the software in the Products; and (viii) any claims by Riverdeep's licensors arising from or related to Distributor's incomplete or inaccurate reporting relating to the sale of the Products (it being understood that Distributor shall not be liable under this clause (viii) for incomplete or inaccurate information provided to it by a third party).

Distributor indemnity. Distributor shall indemnify and hold Riverdeep harmless from and against all Damages which may arise or result from or relate to (i) contract claims between Distributor and any of its distributors, resellers, replicators, or retailers relating to any of the Products; (ii) any Damages incurred by Riverdeep as a result of any sale by Distributor of any Product outside of the Territory; (iii) any Damages incurred by Riverdeep resulting from a breach by Distributor of any provision of this Agreement; (iv) any third party claims of misleading advertising by Distributor; or (v) any trademark, trade dress, copyright, or patent infringement claim, claim involving appropriation of trade secrets, claim arising out of the use and exploitation of a person's appearance or likeness, in each case solely arising out of any Product packaging created by or on behalf of Distributor, or claim arising out of anyone's right to publicity or invasion of privacy contained in any such Product packaging other than any claim relating to underlying art assets or other materials provided by or on behalf of Riverdeep to Distributor; (vi) any unfair trade practice, antitrust, or consumer protection claims relating to the manufacture, marketing, sale or distribution of the Products by Distributor; (vii) any personal injury claims relating to Distributor's manufacture, sale, marketing or distribution of the Products, except to the extent arising from the software in the Products; and (viii) any claims by Riverdeep's licensors arising from or related to Distributor's incomplete or inaccurate reporting relating to the sale of the Products (it being understood that Distributor shall not be liable under this clause (viii) for incomplete or inaccurate information provided to it by a third party).

Distributor indemnity. Distributor shall indemnify and hold Riverdeep harmless from and against all Damages which may arise or result from or relate to (i) contract claims between Distributor and any of its distributors, resellers, replicators, or retailers relating to any of the Products; (ii) any Damages incurred by Riverdeep as a result of any sale by Distributor of any Product outside of the Territory; (iii) any Damages incurred by Riverdeep resulting from a breach by Distributor of any provision of this Agreement; (iv) any third party claims of misleading advertising by Distributor; (v) any trademark, trade dress, copyright, or patent infringement claim, claim involving appropriation of trade secrets, claim arising out of the use and exploitation of a person's appearance or likeness, in each case solely arising out of any Product packaging created by or on behalf of Distributor, or claim arising out of anyone's right to publicity or invasion of privacy contained in any such Product packaging other than any claim relating to underlying art assets or other materials provided by or on behalf of Riverdeep to Distributor; (vi) any unfair trade practice, 11 <PAGE> antitrust, or consumer protection claims relating to the manufacture, marketing, sale or distribution of the Products by Distributor; (vii) any personal injury claims relating to Distributor's manufacture, sale, marketing or distribution of the Products, except to the extent arising from the software in the Products; and (viii) any claims by Riverdeep's licensors arising from or related to Distributor's incomplete or inaccurate reporting relating to the sale of the Products (it being understood that Distributor shall not be liable under this clause (viii) for incomplete or inaccurate information provided to it by a third party).. 8.3 The indemnifications provided for herein are conditioned upon the indemnified party's furnishing the indemnifying party with prompt written notice of any such claim or suit and upon reasonable cooperation in defense of such claim or suit. In such event, the indemnifying party shall have the option to undertake and conduct the defense of any such claim or suit. The indemnifying party shall not settle any claim or suit without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed. The indemnifications hereunder shall survive the termination of this Agreement. 8.4 NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF REVENUES, PROFITS, OR BUSINESS OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER, ARISING UNDER CONTRACT, TORT OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS, EXCEPT AS SPECIFICALLY PROVIDED FOR ELSEWHERE IN THIS AGREEMENT. THE FOREGOING SHALL NOT LIMIT EITHER PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER TO THE EXTENT THAT A THIRD PARTY CLAIMS ANY SUCH DAMAGES AGAINST A PARTY HEREUNDER. 8.5