Common use of Indemnification by Client Clause in Contracts

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, directors, officers employees and agents from and against all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; (B) any use, manufacture, packaging, sale, promotion or distribution of Product by Client, or use of, or exposure to, the API, Client-Supplied Materials or Product, including, without limitation, product liability or strict liability; (C) Client’s exercise of control over the Processing under this Agreement, to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the extent that Client’s instructions or directions violate Applicable Laws; (D) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other intellectual property by Confidential Information or other information provided by Client, including Client-Supplied Materials; (E) the conduct of any clinical trials utilizing Product or API; or (F) any negligence or willful misconduct by Client, except to the extent that any of the foregoing arises out of or results from the breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent or its Affiliates.

Indemnification by Client. In addition to Client’s indemnification obligations in Sections 9.3 and 10.5, and any contained in an applicable SOW, Client shall indemnify indemnify, defend and hold harmless Catalent, Accenture and its Affiliates, respective employees, directors, officers employees officers, principals (partners, shareholders or holders of an ownership interest, as the case may be) and agents (each an “Accenture Indemnified Party”), from and against any and all suitssums finally awarded (or paid pursuant to a final settlement agreement) to a third party arising from a claim, claimsaction or demand by such third party against an Accenture Indemnified Party, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) any Claim Costs incurred by an Accenture Indemnified Party in connection with any suitsuch claim, whether based in whole or in part in contract, tort, negligence, statute or otherwise, to the extent that such claim, action or demand or action by any third party arising out arises from (a) the death of or resulting from (A) bodily injury to any breach person or loss of or damage to real or tangible personal property to the extent caused by the negligence or Willful Misconduct of Client, its representationspersonnel, warranties agents/subcontractors, or obligations set forth in Affiliates during the course of the Services under this Agreement; (B) any use, manufacture, packaging, sale, promotion or distribution of Product by Client, or use of, or exposure to, the API, Client-Supplied Materials or Product, including, without limitation, product liability or strict liability; (Cb) Client’s exercise breach of control over its obligations with respect to Confidential Information under Section 6; (c) Client’s noncompliance with applicable law in breach of Section 14.1 hereof; (d) claims by Client’s customers, employees or Client Third Party Vendors that arise from the Processing Services under this Agreement, to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the extent that Client’s instructions or directions violate Applicable Laws; (D) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other intellectual property by Confidential Information or other information provided by Client, including Client-Supplied Materials; (E) the conduct of any clinical trials utilizing Product or API; or (F) any negligence or willful misconduct by Client, except to the extent that any of the foregoing arises such claims arise out of Accenture’s negligence, Willful Misconduct or results from breach of its obligations under the breach by Catalent of this Agreement, and provided however, such indemnification shall not affect any claims that Client may have against Accenture under this Agreement with respect to the Services giving rise to such claims; or (e) Client’s breach of its obligations with respect to Section 7 including the negligence or willful misconduct of Catalent or its AffiliatesData Protection Procedures as described in Section 7 and Exhibit 5.

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, and their respective directors, officers and employees and agents (“Catalent Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party Losses to the extent arising directly out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any use, manufacture, packaging, sale, promotion or promotion, marketing, distribution of Product by Client, or use of, of or exposure to, the API, to Client Product or Client-Supplied supplied Materials or Productthat are the subject of the Agreement, including, without limitation, including product liability or strict liability; , (C) Client’s exercise of control over the Processing under this AgreementProcessing, to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the extent that Client’s instructions or directions violate Applicable Laws; , (D) the conduct of any clinical trials utilizing Client Product or Drug Product, (E) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by intellectual property by Confidential Information or other information provided by Client, including Client-Supplied supplied Materials; , (EF) the conduct use of any clinical trials utilizing Product or APIexposure to Client Equipment in accordance with Applicable Laws; or (FG) any negligence or willful misconduct by Client, ; in each case except to the extent that any of the foregoing arises out of or results from the any Catalent Indemnitee’s negligence, willful misconduct or breach by Catalent of this Agreement. In addition, Client shall indemnify and hold harmless the Catalent Indemnitees from and against any and all Losses arising out of or resulting from any federal Regulatory Authority filings pertaining to the negligence Client Product by or willful misconduct on behalf of Catalent Client or any of its Affiliates, including Losses incurred by Catalent arising from Client’s filings under 21 U.S.C. 355 and/or Section 505 of the Food and Drug Act (or non-U.S. equivalents) and related claims or proceedings (including Losses associated with Catalent’s obligation to respond to third party subpoenas).

Indemnification by Client. Client shall indemnify agrees to indemnify, defend, and hold harmless CatalentRagingWire, its Affiliatesemployees, directorsagents, officers employees affiliates, and agents clients (collectively the "RagingWire Indemnitees") from and against all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with Losses resulting from any suit, demand or action Action brought by any third party arising out against any of the RagingWire Indemnitees alleging: (a) the infringement or misappropriation of any Intellectual Property Rights by Client or its Representatives: (i) relating to the use of the Services in a manner not authorized by RagingWire, (ii) resulting from RagingWire's compliance with Client's designs, specifications, or instructions, (iii) resulting from Client's use or combination of the Services with any items not supplied by RagingWire or Client's failure to use updated or modfied versions of the Services, or (iv) resulting from any information provided by Client to RagingWire; (b) personal injury and/or property damage to the extent caused by the negligence or misconduct of Client or its Representatives; (c) any violation of or resulting from failure to comply with the Rules and Regulations by Client or its Representatives; (Ad) any breach of its representationsdamage or destruction to the Data Center(s), warranties RagingWire property or obligations set forth in this Agreement; (B) any use, manufacture, packaging, sale, promotion or distribution of Product by Clientequipment, or use of, or exposure to, the API, Client-Supplied Materials or Product, including, without limitation, product liability or strict liability; (C) Client’s exercise of control over the Processing under this Agreement, to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the extent that Client’s instructions or directions violate Applicable Laws; (D) any actual or alleged infringement or violation equipment of any third party patent, trade secret, copyright, trademark caused by Client or other intellectual property by Confidential Information or other information provided by Client, including Client-Supplied Materialsits Representatives; (Ee) damages as a result of the conduct use or occupancy of the Data Center(s) by Client or its Representatives; (f) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity of any clinical trials utilizing Product third party by Client or APIits Representatives; (g) spamming, or any other illegal conduct or violation of the Rules and Regulations by Client or its Representatives, or (Fh) any negligence or willful misconduct by Client, except to the extent that any of the foregoing arises out of or results from the 's breach by Catalent of this Agreement. The RagingWire Indemnitees may retain their own counsel to assist in the defense of any indemnified Action, or the negligence or willful misconduct of Catalent or its Affiliatesat their own expense and provided Client shall retain control over such defense.

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, directors, officers employees and agents from and against all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s 's fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; (B) any use, manufacture, packaging, sale, promotion or distribution of Product by Client, or use of, or exposure to, the API, Client-Supplied Materials or Product, including, without limitation, product liability or strict liability; (C) Client’s 's exercise of control over the Processing under this Agreement, to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the extent that Client’s 's instructions or directions violate Applicable Laws; (D) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other intellectual property by Confidential Information or other information provided by Client, including Client-Supplied Materials; (E) the conduct of any clinical trials utilizing Product or API; or (F) any negligence or willful misconduct by Client, except to the extent that any of the foregoing arises out of or results from the breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent or its Affiliates.

Indemnification by Client. Client shall indemnify indemnify, defend, and hold harmless CatalentContractor and its Affiliates and subcontractors, its Affiliates, and their respective directors, officers employees officers, employees, and agents from and their respective successors, heirs and assigns (the “Indemnitees”), against all suitsany liability, claimsdamage, lossesloss, demands, liabilities, damages, costs or expense (including reasonable attorneys fees and expenses (including costs, reasonable attorney’s fees and reasonable investigative costsof litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any suitclaims, demand suits, actions, demands, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. or action by any third party judgments arising out of any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or resulting from (Astrict liability) concerning any breach of its representationsproduct or any process or service that is made, warranties used, or obligations set forth in this Agreement; (B) any use, manufacture, packaging, sale, promotion or distribution of Product sold by Client, or use of, its Affiliates or exposure to, the API, Client-Supplied Materials (sub)licensees pursuant to any right or Product, including, without limitation, product liability or strict liability; (C) Client’s exercise of control over the Processing license granted under this Agreement, to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the extent that or arising as a result of Client’s, or its Affiliate’s instructions or directions violate Applicable Laws; (D) any actual sublicensee’s use or alleged infringement or violation commercialization of any third party patentDeliverables, trade secretActive Compounds, copyrightor information or data contained in the Final Report, trademark or other intellectual property by Confidential Information or other information provided arising out of any breach of this Agreement by Client, including Client-Supplied Materialsits Affiliates or sublicensees; (E) the conduct of provided, however, that such indemnification right shall not apply to any clinical trials utilizing Product liability, damage, loss, or API; or (F) any negligence or willful misconduct by Client, except expense to the extent that any directly attributable to the gross negligent activities, reckless misconduct, or intentional misconduct of the foregoing arises out of or results from the breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent or its AffiliatesIndemnitees.

Indemnification by Client. Client shall indemnify indemnify, defend and hold harmless Catalent, its Affiliates, and their respective directors, officers officers, employees and agents (“Catalent Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party Losses to the extent arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any usemanufacture (other than due to Catalent Defective Processing), manufacture, packagingpackaging (other than due to Catalent Defective Packaging), sale, promotion or promotion, distribution of Product by Client, or use of, of or exposure toto Bulk Product, the APIPackaged Product, API or any other Client-Supplied Materials or Productsupplied Materials, including, without limitation, including product liability or strict liability; , (C) Client’s exercise the conduct of control over any clinical trials utilizing Product or API by or under the Processing under this Agreementauthority of Client or its designee, to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. the extent that Client’s instructions or directions violate Applicable Laws; (D) any actual or alleged infringement or violation of any third party patent, patent or trade secret, copyright, trademark that results from (i) Catalent’s use in accordance with this Agreement of Client Background IP or other intellectual property by Client Confidential Information or other information provided by Client, including Client-Supplied supplied Materials; , or (ii) Client’s sale of the Product, or (E) the conduct of any clinical trials utilizing Product or API; or (F) any negligence or willful misconduct by Client, ; except to the extent that any of the foregoing arises out of or results from the any Catalent Indemnitee’s negligence, willful misconduct or breach by Catalent of this Agreement. In addition, Client shall indemnify, defend and hold harmless the Catalent Indemnitees from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and reasonable investigative costs) associated with Catalent’s obligation to respond to third party or government subpoenas relating to Client or the Product (other than to the extent such third party or government subpoenas arise from any of the causes listed in Sections 13.1(A), (B), or the negligence or willful misconduct of Catalent or its Affiliates(C)).