Indemnification by DHS Sample Clauses

Indemnification by DHS. DHS agrees to indemnify and hold harmless DHSC and its affiliates, agents, employees, officers, directors, partners, members and shareholders, from and against any and all Losses that may accrue to or be sustained by DHSC or such assigns during or relating to the SOW Term, including those on account of any claim, demand, charge, suit, action, investigation or proceeding made or brought against DHSC or such assigns by any person or entity, arising out of or resulting from: (i) DHS’s negligence or willful misconduct; (ii) DHS’s breach of its obligations under this SOW; or (iii) DHS’s violation of any applicable laws or regulatory requirements in connection with the services provided under this SOW; provided that any such Loss has not been caused by the gross negligence or willful misconduct of DHSC. Notwithstanding the foregoing, DHS’s indemnification obligation with respect to any claim, damage, loss or expense under this Section shall be reduced by the amount of any third-party insurance actually collected by DHSC with respect to such claim, damage, loss or expense and nothing in this Section shall be construed to relieve any insurance carrier of its obligations under any insurance coverage maintained by either Party or its affiliates, which in all cases shall be primary to the indemnification obligations hereunder.