Common use of Indemnification by Supplier Clause in Contracts

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 shall, at its expense, indemnify, defend and hold harmless Scout and its Affiliates, agents, and invitees and their respective Personnel, successors and assigns (each a “Scout Indemnitee”), in full against all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits (collectively, “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or warranties to Scout under 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 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, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; Scout may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of Scout, 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 any benefits normally associated with employment at Scout, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and 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 Civil Rights Act of 1964; (i) 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 other applicable federal, state or local statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (actual or constructive), breach of express or 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 emotional distress, defamation, and/or any other cause of action.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Article 8Section 21. To the fullest extent permitted by law, Supplier shallwill, at its expense, indemnify, defend and hold harmless Scout VWGOA and its Affiliates, agents, agents and invitees and their respective Personnel, successors and assigns (each a “Scout VWGOA Indemnitee”), in full from and against all loss, liability, damages, costs losses, claims, demands, liabilities and expenses, expenses (including attorney fees, settlements, reasonable attorneys’ and other professional fees, expert fees, settlements and judgments arising from any claims, actions, or lawsuits judgments) (collectively, “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following: 8.1.1 Any (a) The breach or misrepresentation by Supplier or the breach by Supplier of its obligations or warranties to Scout VWGOA under these Terms this Agreement or the an Order; 8.1.2 (b) 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 contract, breach of warranty, gross negligence, misconduct intentional or any other acts willful misconduct, errors or omissions of Supplier or its Personnel Supplier Personnel, agents or Subcontractors; 8.1.3 (c) The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence, gross negligence or willful misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors;Supplier Personnel; and 8.1.4 (d) Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; Scout VWGOA may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of ScoutVWGOA, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and 8.1.5 (e) Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at ScoutVWGOA, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and 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 Civil Rights Act of 1964; (i) 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 other applicable federal, state or local statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (actual or constructive), breach of express or 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 emotional distress, defamation, and/or any other cause of action.

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 shall, at its expense, indemnify, defend and hold harmless Scout VGCA and its Affiliates, agents, and invitees and their respective Personnel, successors and assigns (each a “Scout VGCA Indemnitee”), in full against all loss, liability, damages, fines, penalties, deficiencies, fees, costs and expenses, including attorney feeslegal costs (on a full indemnity basis), settlements, professional fees, expert fees, and judgments arising from and relating to any claims, actions, or lawsuits (collectively, “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or warranties to Scout VGCA under 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 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 or through Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; Scout may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of Scout, 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 any benefits normally associated with employment at ScoutVGCA, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any claims relating to Supplier's failure to comply with, including without limitation with any claims made by applicable federal 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 Civil Rights Act of 1964; (i) 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 other applicable federal, state or local provincial/territorial statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (actual or constructive), breach of express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensationinsurance, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action.

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 shall, at its expense, indemnify, defend and hold harmless Scout ▇▇▇▇▇ and its Affiliates, agents, and invitees and their respective Personnel, successors successors, and assigns (each a “Scout ▇▇▇▇▇ Indemnitee”), in full against all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits (collectively, “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or warranties to Scout ▇▇▇▇▇ under 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 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, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; Scout ▇▇▇▇▇ may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of Scout▇▇▇▇▇, 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 any benefits normally associated with employment at Scout▇▇▇▇▇, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and 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 Civil Rights Act of 1964; (i) 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 other applicable federal, state or local statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (actual or constructive), breach of express or 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 emotional distress, defamation, and/or any other cause of action.

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 shallwill, at its expense, indemnify, defend and hold harmless Scout VWGoA and its Affiliates, agents, and invitees and their respective Personnel, successors and assigns (each a “Scout "VWGoA Indemnitee”"), in full against from all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits (collectively, “Losses”) Losses claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following: 8.1.1 Any (a) The breach or misrepresentation by Supplier or the breach by Supplier of its obligations or warranties to Scout VWGoA under these Terms this Agreement or the an Order; 8.1.2 (b) 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 contract, breach of warranty, gross negligence, misconduct intentional or any other acts willful misconduct, errors or omissions of Supplier or its Personnel Supplier Personnel, agents or Subcontractors; 8.1.3 (c) The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence, gross negligence or willful 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, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; Scout may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of Scout, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claimsPersonnel; and 8.1.5 (d) Claims by Supplier Supplier’s employees or its Personnel, Affiliates or Subcontractors relating subcontractors that they are entitled to any benefits normally associated with employment at ScoutVWGoA, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicareetc. Supplier hereby indemnifies, defends, holds harmless and social security, releases and discharges VWGoA for any claims relating to claim(s) of 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 ’s Personnel that they may raise under 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 Civil Rights Act of 1964; (i) , 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) , and/or any other applicable federal, state or local statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, claims for discrimination, wrongful discharge (actual or constructive), breach of express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, wages and/or vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of actionaction based on federal, state, local, common law, and/or otherwise. 11.1 Supplier will, at its expense, indemnify, defend and hold harmless the VWGoA Indemnitees from any Third Person claims made against VWGoA, any of its Affiliates and/or Personnel alleging that any Software, Hardware and/or Service infringes a Third Person’s copyright, patent or trade secret ("Intellectual Property Claim"). VWGoA shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for VWGoA the right to use the alleged infringing Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Service and refund the Fees (including transportation costs) paid by VWGoA to Supplier less a reasonable amount directly proportionate to VWGoA's actual usage of the infringing Software, Hardware and/or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, VWGoA may, at its sole option, elect to terminate, for its convenience and without liability upon five (5) days prior written notice to Supplier, this Agreement as to any alleged infringing Software, Hardware and/or Service. Regardless of Supplier's response to the Intellectual Property Claim or VWGoA's election to terminate this Agreement as to any alleged infringing Software, Hardware and/or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or VWGoA based upon the Intellectual Property Claim.