Common use of Indemnification by Customer Clause in Contracts

Indemnification by Customer. Customer shall indemnify, defend and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services against any Claims made or brought against AlayaCare by a third party alleging, without limitation, personal injury, tort, medical malpractice, or other acts, errors, or omissions in the delivery of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (a) promptly give Customer written notice of the Claim Against AlayaCare; (b) give Customer sole control of the defense and settlement of the Claim Against AlayaCare (provided that Customer may not settle any Claim Against AlayaCare unless the settlement unconditionally releases AlayaCare of all liability); and (c) provide to Customer at Customer’s expense all reasonable assistance.

Indemnification by Customer. Customer shall indemnifywill defend Nextep, defend and hold harmless AlayaCareNextep and its Affiliates harmless, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services against any Claims claim, demand, suit or proceeding made or brought against AlayaCare Nextep by a third party allegingarising out of (a) allegations that the Customer Data or Content infringes or misappropriates such third party’s intellectual property, without limitationprivacy or other proprietary rights or violates applicable law, personal injury(b) Customer’s failure to adhere to the restrictions set out in Section 4.4 of this Agreement or the external use obligations set out in Section 4.5 of this Agreement, tort, medical malpractice(c) Customer’s use of any Products or Content, or other acts, errors(d) any Third Party Access (as defined in Section 4.5 of this Agreement), or omissions in the delivery (e) a breach of medical care Customer’s representations, warranties, or medical information or which otherwise arise out obligations hereunder (a “Claim Against Nextep”), and will indemnify Nextep from any damages, reasonable outside attorney fees and costs finally awarded against Nextep as a result of, or are in for any way connected withamounts paid by Nextep under a Customer and court-approved settlement of, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare")Nextep, and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses provided Nextep (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (ai) promptly give gives Customer written notice of the Claim Against AlayaCare; Nextep (bprovided, however, that Customer shall not be excused from its indemnification obligations unless a delay in providing such notice impairs Customer’s ability to defend the Claim Against Nextep), (ii) give gives Customer sole control of the defense and settlement of the Claim Against AlayaCare Nextep (provided except that Customer may not settle any Claim Against AlayaCare Nextep unless the settlement it unconditionally releases AlayaCare Nextep of all liability); and (c) provide to Customer at Customer’s expense all reasonable assistance., and

Indemnification by Customer. Customer shall indemnifydefend Eyefinity and its Third Party Vendors (each, defend and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services an “Eyefinity Indemnified Party”) against any Claims claim, demand, suit or proceeding made or brought against AlayaCare any Eyefinity Indemnified Party by a third party allegingarising out of: (i) the use or operation of the Products or Services by Customer and/or the Users, including without limitation, personal injuryany non-authorized use of Customer’s logins; (ii) a breach of this Agreement or any of the Schedules attached hereto by Customer of any of Customer’s authorized Users; (iii) the accuracy, tortquality, medical malpracticeintegrity, legality, reliability or appropriateness of Customer data or any other actscontent or data introduced to the Products or Services by any User; (iv) violation of any applicable law, errorsrule or regulation by Customer or any of Customer’s Users; (v) the diagnosis or treatment of any of User’s patients and/or (vi) the negligent acts or willful misconduct of Customer or its personnel (individually or collectively, or omissions in the delivery of medical care or medical information or which otherwise arise out a “Claim Against Eyefinity”). Customer shall indemnify each Eyefinity Indemnified Party for any damages, attorney fees and costs finally awarded against such Eyefinity Indemnified Party as a result of, or are in for any way connected withamounts paid by such Eyefinity Indemnified Party under a court-approved settlement of, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissionsEyefinity; provided that AlayaCare must: such Eyefinity Indemnified Party (a) promptly give gives Customer written notice of the Claim Against AlayaCare; Eyefinity, (b) give gives Customer sole control of the defense and settlement of the Claim Against AlayaCare Eyefinity (provided that Customer may not settle or defend any Claim Against AlayaCare Eyefinity unless the settlement it unconditionally releases AlayaCare Eyefinity of all liability); , and (c) provide provides to Customer all reasonable assistance, at Customer’s expense all reasonable assistanceexpense.

Indemnification by Customer. Customer shall indemnifydefend, defend indemnify and hold harmless AlayaCareHathr and its respective officers, its affiliatesdirectors, the Third Parties referred to in Section 3 members, managers employees, and the suppliers contracted by AlayaCare to deliver all agents (together with Xxxxx, collectively “Hathr Indemnified Persons”) from any third party claims, liabilities, counterclaims, suits, demands, actions, damages, (including, but not limited to, any judgement, arbitration award or part court approved settlement and reasonable attorneys’ fees) or allegations arising out of the Services against any Claims made or brought against AlayaCare claim by a third party alleging, without limitation, personal injury, tort, medical malpractice, (i) that Customer Data infringe or other acts, errors, or omissions in the delivery misappropriate any Intellectual Property Rights of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any such third party, Customer’s or Customer’s Users’ negligent or wrongful act(s(ii) arising from the gross negligence (including breach of confidentiality obligations), willful misconduct or fraud of Customer and/or Customer’s its employees, directors, officers or Customer’s Users’ violation agents in the performance of relevant and/or their duties under this Agreement, or (iii) based upon any failure by Customer or its employees, directors, officers or agents to comply with applicable law (a "Claim Against AlayaCare")and regulations in the performance of their obligations under this Agreement; provided, and however, that Customer shall indemnifyobtain the express prior written approval of Hathr Indemnified Persons for any settlement that requires any specific performance or non-pecuniary remedy by Hathr Indemnified Persons, defendrequires the payment of any amount by Hathr Indemnified Persons or does not provide an unconditional release to Hathr Indemnified Persons, and hold harmless AlayaCare from and against further provided that Customer is promptly notified of any and all lossessuch claims, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (a) promptly give Customer written notice of the Claim Against AlayaCare; (b) give Customer given sole control of over the defense and/or settlement thereof, and settlement of the Claim Against AlayaCare all reasonably requested assistance (provided that Customer may not settle any Claim Against AlayaCare unless the settlement unconditionally releases AlayaCare of all liability); and (c) provide to Customer at Customer’s expense all reasonable assistanceexpense) in connection therewith. Hathr may retain its own counsel, at its own expense, subject to Customer’s rights herein.

Indemnification by Customer. Customer shall indemnifywill defend NEXTEP, defend and hold harmless AlayaCareNEXTEP and its Affiliates harmless, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services against any Claims claim, demand, suit or proceeding made or brought against AlayaCare NEXTEP by a third party allegingarising out of (a) allegations that the Customer Data or Content infringes or misappropriates such third party’s intellectual property, without limitationprivacy or other proprietary rights or violates applicable law, personal injury(b) Customer’s failure to adhere to the restrictions set out in Section 3.4 of this Agreement or the external use obligations set out in Section 3.5 of this Agreement, tort, medical malpractice(c) Customer’s use of any Products or Content, or other acts, errors(d) any Third Party Access (as defined in Section 3.5 of this Agreement), or omissions in the delivery (e) a breach of medical care Customer’s representations, warranties, or medical information or which otherwise arise out obligations hereunder (a “Claim Against NEXTEP”), and will indemnify NEXTEP from any damages, reasonable outside attorney fees and costs finally awarded against NEXTEP as a result of, or are in for any way connected withamounts paid by NEXTEP under a Customer and court- approved settlement of, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare")NEXTEP, and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses provided NEXTEP (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (ai) promptly give gives Customer written notice of the Claim Against AlayaCare; NEXTEP (bprovided, however, that Customer shall not be excused from its indemnification obligations unless a delay in providing such notice impairs Customer’s ability to defend the Claim Against NEXTEP), (ii) give gives Customer sole control of the defense and settlement of the Claim Against AlayaCare NEXTEP (provided except that Customer may not settle any Claim Against AlayaCare NEXTEP unless the settlement it unconditionally releases AlayaCare NEXTEP of all liability); , and (ciii) provide to gives Customer all reasonable assistance, at Customer’s expense all reasonable assistanceexpense. The above defense and indemnification obligations do not apply to the extent a Claim Against NEXTEP arises from NEXTEP’s breach of this Agreement.

Indemnification by Customer. Customer shall indemnifydefend Eyefinity and its Third-Party Vendors (each, defend and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services an “Eyefinity Indemnified Party”) against any Claims claim, demand, suit or proceeding made or brought against AlayaCare any Eyefinity Indemnified Party by a third party allegingarising out of: (i) the use or operation of the Products or Services by Customer and/or the Users, including without limitation, personal injuryany nonauthorized use of Customer’s logins; (ii) a breach of this Agreement or any of the Schedules attached hereto by Customer of any of Customer’s authorized Users; (iii) the accuracy, tortquality, medical malpracticeintegrity, legality, reliability or appropriateness of Customer data or any other actscontent or data introduced to the Products or Services by any User; (iv) violation of any applicable law, errorsrule or regulation by Customer or any of Customer’s Users; (v) the diagnosis or treatment of any of User’s patients and/or (vi) the negligent acts or willful misconduct of Customer or its personnel (individually or collectively, or omissions in the delivery of medical care or medical information or which otherwise arise out a “Claim Against Eyefinity”). Customer shall indemnify each Eyefinity Indemnified Party for any damages, attorney fees and costs finally awarded against such Eyefinity Indemnified Party as a result of, or are in for any way connected withamounts paid by such Eyefinity Indemnified Party under a court-approved settlement of, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissionsEyefinity; provided that AlayaCare must: such Eyefinity Indemnified Party (a) promptly give gives Customer written notice of the Claim Against AlayaCare; Eyefinity, (b) give gives Customer sole control of the defense and settlement of the Claim Against AlayaCare Eyefinity (provided that Customer may not settle or defend any Claim Against AlayaCare Eyefinity unless the settlement it unconditionally releases AlayaCare Eyefinity of all liability); , and (c) provide provides to Customer all reasonable assistance, at Customer’s expense all reasonable assistanceexpense.