Common use of INDEMINITY Clause in Contracts

INDEMINITY. Buyer shall defend, indemnify and hold Seller, its officers, directors, shareholders, agents and employees (severally and collectively, “Seller Indemnities”) harmless from and against all claims, demands, actions and causes of action, losses, costs damages, and liabilities (including reasonable legal fees and other out-of-pocket costs) (“Claims”) asserted against or incurred by and Seller indemnitee(s) in connection with: (a) Buyer’s negligence, willful misconduct or breach of this Agreement; (b) any alleged or actual infringement of any Intellectual Property Rights of any other person based in whole or in part Sellers modification or adaptation of Deliverables to meet specifications provided by or at the direction of Buyer; or (c) other acts or omissions of Buyer giving rise to Claims, including third party Claims against any Seller indemnitee(s) based in whole or in part on products sold or delivered by Buyer utilizing or incorporating Deliverables.