Common use of Indemnification by Supplier Clause in Contracts

Indemnification by Supplier. Supplier agrees to defend, hold harmless and indemnify Company and its directors, officers, employees and agents (the “Company Parties”), from and against any and all third party claims, damages, losses, suits, actions, demands, proceedings, expenses, costs, and liabilities of any kind (including investigation costs and expenses, government fines, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”), arising out of Supplier’s performance of Services under this Agreement and/or a breach of this Agreement by Supplier, its employees, its agents, or subcontractors, including, but not limited to (a) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreement.

Indemnification by Supplier. Subject to Sections 4.5 and 12.4, the Supplier agrees to defendwill indemnify, defend and hold harmless and indemnify Company and its directors, officers, employees and agents (the “Company Parties”), Province Indemnitees from and against any and all third party claimsClaims, damages, fines, penalties, deficiencies, losses, suitsliabilities (whether accrued, actionsactual, demandscontingent, proceedings, expenseslatent or otherwise), costs, fees and liabilities of any kind expenses (including investigation interest, court costs and expensesreasonable fees and expenses of lawyers, government fines, accountants and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnificationother experts and professionals) (collectively, each a “ClaimsLoss”), ) suffered or incurred by any of them directly or indirectly arising out of Supplier’s performance of Services under this Agreement and/or a breach of this Agreement by Supplier, its employees, its agents, from or subcontractors, including, but not limited in connection with or relating to the following: (a) any injury or death breach by Supplier of any person (including employees of its representations, warranties, covenants, responsibilities or subcontractors of Supplier), obligations set out in this Agreement; (b) any claim brought against Company death, bodily injury, sickness, disease or injury of any kind, of any Person, to the extent caused by any act or on behalf omission of one Supplier or more of Supplier’s employees or subcontractors: Supplier Subcontractor; (c) any claim damage, loss or destruction of any tangible, real, personal or intangible property, including any Province IP, to the extent caused by a government agency any act or third-party alleging that Company and/or Company parties is a joint, controlling, omission of Supplier or other employer of Supplier’s employees or subcontractors, Supplier Subcontractor; (d) any damage to, destruction of, or loss amounts (including without limitation taxes) assessed against the Province that are the obligation of property, Supplier; (e) any regulatory agency or Claim by a third party alleging that (i) the Services; (ii) Supplier’s employee performance or subcontractor claim the receipt by the Province or lawsuitOther Service Providers of the Services under this Agreement; (iii) any Supplier IP or Deliverable, or other action that is attributable the use thereof by Supplier to provide the Services; or (iv) the access to or caused use by the Province or Other Service Provider of any Service, Supplier IP or Deliverable as permitted pursuant to this Agreement, infringes, violates or misappropriates any Intellectual Property Right of any Person (but excluding any Claim arising out of or relating to the EMV technology described in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, Section 12.4 for which the Supplier is not at fault); or (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to negligence or wilful misconduct on the part of Supplier’s employees or subcontractors, or any payments due whether as a result of Supplier’s an act or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, an omission of Supplier or (g) any other action or inaction arising out of Supplier’s breach of any representationPerson for whom Supplier is responsible hereunder, warrantyincluding any crime, fraudulent or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way dishonest acts committed by any limitation on the amount current or type of damagesformer Supplier Personnel, compensation acting alone or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreementcollusion with others.

Indemnification by Supplier. (a) Subject to the terms and conditions of this Supply Agreement, Supplier agrees to will jointly and severally defend, indemnify and hold harmless and indemnify Company Buyer and its affiliates and each of their respective officers, directors, officersemployees, employees shareholders, agents and agents representatives, and their successors and assigns (collectively the “Company Parties”), "Buyer Indemnities") from and against any and all third party claims, losses, liabilities, damages, losses, suits, actions, demands, proceedings, expenses, costs, costs and liabilities expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any kind Action) (including investigation costs collectively "Claims") arising out of or related to: (i) Excluded Liabilities as set forth in the Sale Agreement, (ii) any breach of any covenant or agreement of Supplier contained in this Supply Agreement, (iii) any negligence, gross negligence, or willful or intentional misconduct by Supplier or any of its personnel; and expenses(iv) any breach of any representation or warranty of Supplier contained in this Supply Agreement; (b) Promptly after receipt by Buyer of notice of any third-party Action in respect of which indemnity may be sought against Supplier hereunder (for purposes of this Section 16.07, government finesa "Buyer's Assertion"), Buyer will notify Supplier in writing of the Buyer's Assertion, but the failure to so notify Supplier will not relieve Supplier of any liability it may have to Buyer, except to the extent Supplier has suffered actual prejudice thereby. Supplier will be entitled to participate in and, to the extent Supplier elects by written notice to Buyer within thirty (30) days after receipt by Supplier of notice of such Buyer's Assertion, to assume the defense of such Buyer's Assertion, at Supplier's own expense, with counsel chosen by them which will be reasonably satisfactory to Buyer. With respect to any such Buyer's Assertion, Buyer will promptly provide Supplier with: (i) notice and copies of any documents served upon Buyer; and (ii) all reasonable attorneys’ fees incurred and/or those cooperation which Supplier deems necessary to successfully establish defend such Buyer's Assertion, including, without limitation, providing Supplier and its outside attorneys access to any potentially relevant documents, information, or individuals within the control of Buyer, other than any privileged documents. If business information of Buyer other than that pertaining to the Business is contained in such documents or information, Supplier and Buyer will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Supplier may have elected by written notice to assume the defense of any Buyer's Assertion, Buyer will have the right to indemnification) (collectivelyparticipate in the investigation and defense thereof, “Claims”), arising out of Supplier’s performance of Services under this Agreement and/or a breach of this Agreement with separate counsel chosen by Supplier, its employees, its agents, or subcontractors, includingBuyer, but not limited to in such event the fees and expenses of Buyer (aabove those which would otherwise have been incurred) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company and such separate counsel will be paid by or on behalf of one or more of Supplier’s employees or subcontractors: Buyer. (c) Notwithstanding anything in this Section 16.07 to the contrary: (i) Supplier will have no obligation with respect to any claim Buyer's Assertion if, in connection therewith, Buyer, without the written consent of Supplier, which consent will not be unreasonably withheld, settles or compromises any Action or consents to the entry of any judgment; and (ii) Supplier will not without the written consent of Buyer with respect to any Buyer Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Buyer of a government agency or third-party alleging that Company and/or Company parties is a jointduly executed written release of Buyer from all liability in respect of such Action, controllingwhich release will be reasonably satisfactory in form and substance to counsel for Buyer, or (B) settle or compromise any Action in any manner that, in the reasonable judgment of Buyer or its counsel, will adversely affect Buyer other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due than as a result of Supplier’s money damages or its subcontractor’s health plan failing to comply with other money payments. (d) Upon the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach payment of any representation, warranty, settlement or obligation under judgment pursuant to this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply Section 16.07 with respect to any Buyer's Assertion, Supplier will be subrogated to all rights and remedies of Buyer against any third party in respect of such claims or liability proportionately Buyer's Assertion to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type so paid by Supplier. (e) The indemnity provided for by this Section 16.07 will be Buyer's exclusive source of damages, compensation or benefits payable recovery against Supplier with respect to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreementmatters covered hereby.

Indemnification by Supplier. Supplier covenants and agrees to defendindemnify, defend and hold harmless Eargo, its Affiliate(s), Approved Buyer(s), and indemnify Company and its directorstheir respective agents, contractors, officers, directors, employees and agents Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Company Indemnified Parties”), ) from and against any and all third party claims, allegations, losses, damages, lossessettlements, suitsgovernmental fines and penalties, actionsand all other liabilities, demands, proceedings, expenses, including attorneys’ and other professional fees and court costs, and liabilities of any kind (including investigation all costs and expenses, government finesarising out of or related to: (a) the Units, or any portion thereof, on their own or in combination with any other goods and reasonable attorneys’ fees incurred and/or those necessary services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to successfully establish Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the right Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to indemnificationthe terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”), arising out of Supplier’s performance of Services under this Agreement and/or a breach of this Agreement by Supplier, its employees, its agents, or subcontractors, including, but not limited to (a) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreement.

Indemnification by Supplier. Supplier agrees to defendwill at its expense indemnify, defend and hold harmless and indemnify Company Health Net and its Affiliates, and their respective officers, directors, officerscustomers, employees employees, agents, representatives, successors and agents assigns (the collectively, “Company PartiesHealth Net Indemnitees”), ) from and against any and all third party claimsLosses suffered or incurred by any of them arising from, damagesin connection with, lossesor based on any of the following, suitswhenever made: (a) Any Claim by, actionson behalf of or relating to any of the Affected Employees relating to Supplier’s employee selection, demandscommunications, proceedingsrecruitment, expensesor hiring process, costsexcept to the extent caused by misrepresentations or wrongful actions by Health Net; (b) Any Claim relating to Supplier’s alleged failure to observe or perform any duties or obligations to be observed or performed by Supplier on or after the Effective Date under any of the Health Net contracts referenced or identified in Section 11 (Transfer or Use of Resources) that are assigned to Supplier or for which Supplier has assumed financial, and liabilities administrative and/or operational responsibility; (c) Any Claim by a Subcontractor or by other Supplier Personnel, including claims by such personnel that Health Net is liable to such personnel for employee benefits or as the employer or joint employer of any kind such personnel, except to the extent, if any, that Health Net is required to indemnify Supplier in respect of the Claim. In the case of a Claim by employees of Supplier, Supplier’s indemnification of Health Net Indemnitees will be to the same extent as if the Claim were made by a person who is not an employee of Supplier; (including investigation costs and expenses, government fines, and reasonable attorneys’ fees incurred and/or those necessary d) Any Claim relating to successfully establish the right to indemnification) (collectively, “Claims”), arising out an alleged breach of Supplier’s performance of Services obligations under this Agreement and/or a Section 21 (Confidentiality); (e) Any Claim relating to an alleged breach of this Agreement by Section 19.8 (Non-Infringement); (f) Any Claim relating to an alleged breach of Supplier, its employees, its agents’s obligations under Section 27.5 (Legal Compliance); (g) Any Claim for death or bodily injury, or subcontractorsthe damage, including, but not limited to (a) any injury loss or death destruction of real or tangible personal property of any person third party (including employees of Health Net or subcontractors Supplier or their respective subcontractors) brought against a Health Net Indemnitee alleged to have been caused by the tortious acts or omissions of Supplier), Supplier Personnel or anyone else for whose acts Supplier is responsible. However, Supplier will have a right of contribution from Health Net with respect to the Claim to the extent Health Net’s comparative negligence is responsible for causing the alleged injury or damage, loss or destruction; (bh) any claim brought against Company by or on behalf of one or more of Any Claim with respect to Supplier’s employees or subcontractors: (c) use of any claim third party software made available by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency Health Net to Supplier or Supplier’s employee Subcontractors to the extent the loss results from a breach by Supplier or subcontractor claim or lawsuitSupplier Subcontractors’ of the applicable third party license agreement to the extent Supplier is made aware of the requirements. (i) Any amounts including taxes, or other action that is attributable to or caused in whole or in part by interest, and penalties assessed against Health Net which arise as a result of Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, and perform its obligations under Section 9.3; (fj) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or breach of any payments due as a result of Supplier’s representations or its subcontractor’s health plan failing to comply with the Patient Protection warranties set forth in Section 19.9 (Viruses)(second sentence only), Section 19.10 (Disabling Code), and Affordable Care Act Section 20 (Mutual Representations and regulations thereunder, or Warranties). (gk) any other action or inaction Claim arising out of Supplier’s breach of any representation, warranty, or obligation related to occurrences Supplier is required to insure against under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall Agreement but only apply to any such claims or liability proportionately to the extent it does not result resulting from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit failure by Supplier to answer and defend such Claim using counsel reasonably acceptable to procure the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreementrequired insurance.

Indemnification by Supplier. Supplier agrees to defendshall indemnify Distributor, hold harmless its parent, subsidiaries and indemnify Company affiliates, and its and their respective officers, directors, officersagents and employees, employees and agents their successors and assigns (collectively, the “Company PartiesDistributor Indemnitees”), from and against any and all third party claims, damagesdemands or actions (each, lossesa “Claim”), and indemnify and hold harmless any Distributor Indemnitee from and against all resulting liabilities, fees, suits, actionscauses of action, demandsdamages, proceedingspenalties, expensesrecoveries and deficiencies, costs, and liabilities of any kind (including investigation costs and expensesexpenses (including, government fineswithout limitation, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnificationfees) (collectively, “ClaimsDamages”) which arise out of or relate to (i) any breach of any representation or warranty under Section 9(a), (ii) any Claims for product liability arising out of Supplier’s performance a defect in the manufacture or supply of Services under this Agreement and/or a breach of this Agreement the Products by Supplier, its employees, its agents, or subcontractors, including, but not limited to (aiii) any injury or death breach of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed confidentiality under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder10, or (giv) any other action Claim that a Product, when used or inaction arising out distributed as provided for by this Agreement infringes any patent of a third party issued in the Territory; provided that, in connection with any Claims described in (ii) or (iv) hereof, the alleged defect or infringement: (A) existed at the time the Product was shipped by Supplier’s ; and (B) is not attributable to any unauthorized use or modification regarding such Product by Distributor or any third party; and provided further that, such indemnity shall not apply to the extent that it is shown that the Damages were the result of: (C) a breach by Distributor of any a representation, warranty, or obligation under covenant of this Agreement including, without limitation, any use of the Products in breach of this Agreement, ; or caused by (D) the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, Distributor or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company any Distributor Indemnitee or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreementsubdistributor.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Article 8. To the fullest extent permitted by law, Supplier agrees to defendshall, at its expense, indemnify, defend and hold harmless and indemnify Company CARIAD and its directorsAffiliates, officersagents, employees and agents invitees and their respective Personnel, successors and assigns (the each a “Company PartiesCARIAD Indemnitee”), from and in full against any and all third party claimsloss, liability, damages, losses, suits, actions, demands, proceedings, expenses, costs, and liabilities of any kind (including investigation costs and expenses, government finesincluding attorney fees, settlements, professional fees, expert fees, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) judgments arising from any claims, actions, or lawsuits (collectively, “ClaimsLosses”)) claimed by any Third Person in any claim, arising out demand, suit or proceeding in connection with any of Supplier’s performance the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of Services its obligations or warranties to CARIAD under this Agreement and/or a these Terms or the Order; 8.1.2 The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of this Agreement contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.3 The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.4 Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by Supplier, its employees, its agentsany Subcontractor, or subcontractorsanyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; CARIAD may withhold payment to satisfy such liens, includingencumbrances or payment and other claims and, but not limited upon the written request of CARIAD, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and 8.1.5 Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to (a) any injury or death of benefits normally associated with employment at CARIAD, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any person (including employees or subcontractors of claims relating to Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s 's failure to comply with with, including without limitation any claims made by or relating to: Supplier's Personnel, Affiliates or Subcontractors; the Wage and Hour Act; the Fair Labor Standards Act; the Retaliatory Employment Discrimination Act; the Employment Retirement Income Security Act; the Consolidated Omnibus Budget Reconciliation Act; the Age Discrimination in Employment Act; Title VII of the Civil Rights Act of 1964; Section 1981 of the Civil Rights Act as amended; the Americans With Disabilities Act; the Family and Medical Leave Act; the Immigration Control and Reform Act of 1986 and/or any other applicable federal, state, state or local statutes, laws, ordinances, rules, regulations or regulationsorders pertaining to immigration, discrimination, wrongful discharge (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees actual or subcontractorsconstructive), breach of express or any payments due as a result implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunderemotional distress, or (g) defamation, and/or any other action or inaction arising out cause of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreementaction.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Section 21. To the fullest extent permitted by law, Supplier agrees to defendwill, at its expense, indemnify, defend and hold harmless and indemnify Company VWLLC and its directorsAffiliates, officersagents and invitees and their respective Personnel, employees successors and agents assigns (the each a “Company PartiesVWLLC Indemnitee”), from and against any and all third party claims, damages, losses, suits, actionsclaims, demands, proceedings, expenses, costs, liabilities and liabilities of any kind expenses (including investigation costs and expenses, government fines, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnificationand other professional fees, settlements and judgments) (collectively, “ClaimsLosses”)) claimed by any Third Person in any claim, arising out demand, suit or proceeding in connection with any of Supplier’s performance the following: (a) The breach or misrepresentation by Supplier of Services its obligations or warranties to VWLLC under this Agreement and/or a breach of this Agreement by Supplier, its employees, its agents, or subcontractors, including, but not limited to (a) any injury or death of any person (including employees or subcontractors of Supplier), an Order; (b) The death or bodily or personal injury of, or other legally enforceable damage incurred by, any claim brought against Company agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, gross negligence, intentional or on behalf willful misconduct, errors or omissions of one Supplier or more of Supplier’s employees its Supplier Personnel, agents or subcontractors: Subcontractors; (c) any claim by a government agency The damage, loss or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, real or obligation under this Agreement, or personal property caused by the actsbreach of contract, omissionsbreach of warranty, gross negligence or willful misconduct of Supplier or Supplier Personnel; and (d) Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by Supplier’s officers, agents, employeesany Subcontractor, or subcontractorsanyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; provided thatVWLLC may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of VWLLC, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and (e) Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at VWLLC, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and except for subsection social security, and any claims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: (a) Supplier's Personnel, Affiliates or Subcontractors; (b) the Wage and Hour Act; (c) the Fair Labor Standards Act; (d) the Retaliatory Employment Discrimination Act; (e) the Employment Retirement Income Security Act; (f) the Consolidated Omnibus Budget Reconciliation Act; (g) the Age Discrimination in Employment Act; (h) Title VII of the case Civil Rights Act of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall 1964; (i) provide Supplier reasonably prompt notice Section 1981 of the Civil Rights Act as amended; (j) the Americans With Disabilities Act; (k) the Family and Medical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any such Claim; other applicable federal, state or local statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose actual or constructive), breach of effectuating subsection (a) of this indemnityexpress or implied contract, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damagesworker's compensation, compensation or benefits payable to or for (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case cause of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreementaction.

Indemnification by Supplier. Supplier agrees to defendshall indemnify, defend and hold harmless Medicis, its Representatives and indemnify Company and its their respective directors, officers, employees successors and agents permitted assigns (the “Company Medicis Indemnified Parties”), ) harmless from and against any and all third party claimsClaims, damagesin each case to the extent such Claims are based on, lossesarise out of, suits, actions, demands, proceedings, expenses, costs, and liabilities or are caused by: (a) a breach or inaccuracy of any kind representation or warranty made by Supplier in this Agreement or any Product Exhibit; (including investigation costs and expensesb) a failure by Supplier or its employees, government finesagents, and reasonable attorneys’ fees incurred and/or those necessary or subcontractors to successfully establish perform the right to indemnificationServices in accordance with this Agreement or any Product Exhibit; (c) any negligent, willful or reckless action, misconduct, error, inaction or omission of Supplier or its employees, agents or subcontractors; or (collectively, “Claims”), d) any allegations of infringement or misappropriation of any patent or trade secret rights of a Third Party arising out of Supplier’s or Supplier’s Representatives performance of the Services under this Agreement and/or a breach not related to Medicis’s design or Specifications for the Products except with respect to any of this Agreement by Supplier, its employees, its agents, or subcontractors, including, but not limited to the foregoing under subsections (a) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: ), (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to), destruction to the extent such Claims are based on, arise out of, or loss of propertyare caused by, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuitthe negligence, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, gross negligence or willful misconduct of Supplier’s officers, agents, employeesMedicis or its Representatives or suppliers or any breach of any representation or warranty made by Medicis in this Agreement, or subcontractors; provided thatMedicis’ failure to perform any covenant, and except agreement, undertaking or responsibility of Medicis contained in this Agreement or a Product Exhibit. Notwithstanding the foregoing, Supplier shall not be liable for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately Claims to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way caused by any limitation on of the amount or type Medicis Indemnified Parties as determined in a final, non-appealable order of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case a court of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreementcompetent jurisdiction.

Indemnification by Supplier. Supplier agrees to defendwill indemnify, defend and hold harmless Customer, its Affiliates and indemnify Company and its their respective officers, directors, officersemployees, employees agents and agents representatives (the collectively, “Company PartiesCustomer Indemnitees”), from and against any and all third party claimsLosses to the extent arising from, damagesin connection with, lossesor based upon any of the following: (a) Any Claim based on allegations that, suitsif true, actions, demands, proceedings, expenses, costs, would constitute a breach of Supplier's or any of its Subsidiaries’ and liabilities Affiliates’ or Subcontractor's respective obligations under Section 8 (Confidentiality) (it being understood that any breach of Section 7 (Data Security and Protection) shall not be deemed in itself to be a breach of Section 8 (Confidentiality)); (b) Any Claim that the Services provided by Supplier to Customer as part of this Agreement constitutes a breach or violation of any kind (terms of any third-party resources used by Supplier to perform the Services, including investigation costs and expenses, government fines, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”), any Claim arising out of the failure to obtain any Required Consents that it is the responsibility of Supplier to obtain; (c) Any Claim for death or bodily injury, or the damage, loss or destruction of real or tangible personal property (including employees of Customer and Supplier and their respective subcontractors) alleged to have been caused by willful misconduct or negligence on the part of the Supplier or its Subsidiaries, Affiliates' or Subcontractors or their respective employees or independent contractors; (d) Any Claim that the Supplier Independent IP or Developed Materials (excluding any incorporated Customer Independent IP that was created after the Effective Date) provided Services Agreement General Terms and ConditionsPage 28 by Supplier to Customer as part of this Agreement constitutes an infringement or misappropriation of any third party’s Intellectual Property Rights, except to the extent caused by the modification, misuse or improper combination with other products by Customer, not authorized by Supplier, of such Supplier Independent IP; and (e) Any Claim arising from Supplier’s performance willful misconduct or negligence with respect to the provision of Services under this Agreement and/or a Services, breach of this Agreement by Supplier, its employees, its agents, or subcontractors, including, but not limited to (a) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federalApplicable Law. provided, statehowever, that in no event will Customer be obligated to indemnify any Supplier Indemnitees for Claims for which Supplier was obligated to indemnify Customer under the Separation Agreement or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to Supplier’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Merger Agreement.

Indemnification by Supplier. (a) Supplier agrees to defend, shall indemnify and hold harmless and indemnify Company Purchaser and its Affiliates and their respective directors, officers, employees and agents (the “Company Parties”), from and against any and all third party claims, damages, losses, suits, actions, demands, proceedings, expenses, costs, and liabilities of any kind (including investigation costs and expenses, government fines, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”)Damages, arising out of Supplier’s performance of Services under this Agreement and/or a breach of this Agreement by Supplieror resulting from any claim, its employeesdemand, its agentsaction, suit or subcontractors, including, but not limited to (a) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim proceeding brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency Third Party (collectively, a “Claim”) based upon or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall from: (i) provide Supplier reasonably prompt notice any bodily injury, death or property damage resulting from any actual or alleged defect in the Manufacture of any such Claimthe Product or from the failure of the Product to conform to the Requirements; (ii) permit any breach by Supplier to answer and defend such Claim using counsel reasonably acceptable to the Company Partyof any of its representations, warranties or obligations under this Agreement; and (iii) provide any violation by Supplier information and reasonable assistance at of Applicable Laws; or (iv) any gross negligence or willful act or omission of Supplier or its Affiliates or subcontractors or any of their respective employees or agents relating to the activities in connection with this Agreement. (b) Purchaser shall give Supplier prompt written notice of any Claim with respect to which Supplier’s expenseindemnification obligations apply, but any delay or failure of such notice shall not excuse Supplier’s indemnification obligations except to the extent that Supplier’s legal position is actually and materially prejudiced thereby. Solely Supplier shall have the right to assume and control the defense and settlement of any Claim; provided, however, that following conditions must be satisfied: (i) Supplier must provide to Purchaser written acknowledgement to Purchaser of Supplier’s obligation to indemnify Purchaser hereunder against Damages that may result from the Claim, and (ii) the Claim does not include damages other than monetary damages for which indemnity hereunder is available, (iii) the Claim does not relate to or arise in connection with any criminal proceeding, action, indictment, criminal allegation or investigation, and (iv) if requested by Purchaser, Supplier has reasonably demonstrated Supplier’s financial ability to pay for the purpose defense of effectuating subsection (a) such Claim and to satisfy the full amount of this indemnity, Supplier specifically and expressly waives any immunity Damages that may be granted it under result from such Claim. Purchaser shall have the right to participate in the defense of the Claim at its own expense, but in any workers’ compensation laws or industrial insurance act. The event shall cooperate with Supplier in the investigation and defense of the Claim. (c) If Supplier is entitled to, and does, assume and control the defense and settlement of any Claim with respect to which its indemnification obligation under this Agreement obligations apply, then Supplier shall not settle such Claim without Purchaser’s prior written consent (which consent shall not be limited unreasonably withheld, conditioned or delayed), unless (i) the sole relief provided in such settlement is monetary in nature and shall be paid in full by Supplier and (ii) such settlement does not include any way finding or admission of a violation by Purchaser of any limitation on the amount Applicable Laws or type of damages, compensation or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefits acts. This indemnity specifically applies in the case of injuries to SupplierThird Party’s own employees and entitles Company to seek indemnity from Supplier if Supplier’s employees sue Company for injuries incurring while performing services pursuant to this Agreementrights.