Common use of Indemnity by Provider Clause in Contracts

Indemnity by Provider. Provider will indemnify, defend and hold each member of the Company Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each a "Company Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Company Indemnitee arising from or in connection with: (a) any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, Software or other resources) provided by Provider and/or its subcontractors in its performance of the Services; provided, however, that Provider will have no obligation with respect to any Losses to the extent arising out of or in connection with (i) a Company Indemnitee's modification of any Software, Hardware or similar resource provided by a member of the Company Group; (ii) a Company Indemnitee's combination, operation or use of the equipment, Software or other resources provided by a Provider Indemnitee with devices, data, programs or other resources not furnished by a Provider Indemnitee; or (iii) any use by a Company Indemnitee of devices, data, programs or other resources furnished by Provider in a manner materially contravening Provider's express written instructions to such Company Indemnitee, except to the extent in each case that any of the activities described in clauses (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Provider Indemnitee; (b) any Claims arising out of personal injuries, death or damage to tangible personal or real property of third parties including employees of Provider, its contractors and subcontractors caused by the tortious conduct, negligence or willful misconduct of Provider, its employees, Affiliates, agents, contractors or subcontractors; provided that Provider will have no obligation under this part, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of a member of the Company Group or any other Company Indemnitee; (c) any Claims for Taxes assessed or claimed against the Company Group which are obligations of Provider under this Agreement (including the obligations of Provider regarding Taxes described in Section 7.2 of this Agreement) or result from breach of obligations of Provider under this Agreement, including, without limitation, any fines, penalties, administrative fees or the like payable by Company to any governmental entity (whether or not a taxing entity) arising from Provider's failure to comply with its obligations under this Agreement; (d) any Claim by a third party (including without limitation employees of Company or its contractors or subcontractors) resulting from inadequacies in the physical and data security control systems to the extent such physical and data security control systems are the responsibility of Provider under Section 11 of this Agreement and any act by Provider or any employee, agent, contractor or sub-contractor of Provider resulting in a breach of Provider's obligations under Section 11 (including, without limitation, any theft, conversion, misappropriation, unauthorized disclosure or other misuse of or unauthorized access to Company's Company Information); (e) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Company under the terms of this Agreement) arising out of or resulting from Provider's issuance of an incorrect invoice or other information provided to Company in writing regarding its charges to Company for the Services to Company; (f) any Claims by any Affected Employees arising out of or resulting from their treatment by Provider as employees of Provider and any Claims resulting from any breach by Provider of its obligations under the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J); and (g) any Claims arising out of any breach by Provider of Sections 2.10, 10 or 11.

Indemnity by Provider. Provider will indemnify, defend and hold each member of the Company Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each a "Company Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Company Indemnitee arising from or in connection with: (a) any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇mark, trade name, trade secret, confidential information or ▇▇ similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, Software or other resources) provided by Provider and/or its subcontractors in its performance of the Services; provided, however, that Provider will have no obligation with respect to any Losses to the extent arising out of or in connection with (i) a Company Indemnitee's modification of any Software, Hardware or similar resource provided by a member of the Company Group; (ii) a Company Indemnitee's combination, operation or use of the equipment, Software or other resources provided by a Provider Indemnitee with devices, data, programs or other resources not furnished by a Provider Indemnitee; or (iii) any use by a Company Indemnitee of devices, data, programs or other resources furnished by Provider in a manner materially contravening Provider's express written instructions to such Company Indemnitee, except to the extent in each case that any of the activities described in clauses (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Provider Indemnitee; (b) any Claims arising out of personal injuries, death or damage to tangible personal or real property of third parties including employees of Provider, its contractors and subcontractors caused by the tortious conduct, negligence or willful misconduct of Provider, its employees, Affiliates, agents, contractors or subcontractors; provided that Provider will have no obligation under this part, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of a member of the Company Group or any other Company Indemnitee; (c) any Claims for Taxes assessed or claimed against the Company Group which are obligations of Provider under this Agreement (including the obligations of Provider regarding Taxes described in Section 7.2 7.3 of this Agreement) or result from breach of obligations of Provider under this Agreement, including, without limitation, any fines, penalties, administrative fees or the like payable by Company to any governmental entity (whether or not a taxing entity) arising from Provider's failure to comply with its obligations under this Agreement; (d) any Claim by a third party (including without limitation employees of Company or its contractors or subcontractors) resulting from inadequacies in the physical and data security control systems to the extent such physical and data security control systems are the responsibility of Provider under Section 11 of this Agreement and any act by Provider or any employee, agent, contractor or sub-contractor of Provider resulting in a breach of Provider's obligations under Section 11 (including, without limitation, any theft, conversion, misappropriation, unauthorized disclosure or other misuse of or unauthorized access to Company's Company Information); (e) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Company under the terms of this Agreement) arising out of or resulting from Provider's issuance of an incorrect invoice or other information provided to Company in writing regarding its charges to Company for the Services to Company; (f) any Claims by any Affected Employees arising out of or resulting from their treatment by Provider as employees of Provider and any Claims resulting from any breach by Provider of its obligations under the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J); and (g) any Claims arising out of any breach by Provider of Sections 2.102.11, 10 or 11.

Indemnity by Provider. Provider will indemnify, defend and hold each member of the Company Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each a "Company Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Company Indemnitee arising from or in connection with: (a) any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇mark, trade name, trade secret, confidential information or ▇▇ similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, Software or other resources) provided by Provider and/or its subcontractors in its performance of the Services; provided, however, that Provider will have no obligation with respect to any Losses to the extent arising out of or in connection with (i) a Company Indemnitee's modification of any Software, Hardware or similar resource provided by a member of the Company Group; (ii) a Company Indemnitee's combination, operation or use of the equipment, Software or other resources provided by a Provider Indemnitee with devices, data, programs or other resources not furnished by a Provider Indemnitee; or (iii) any use by a Company Indemnitee of devices, data, programs or other resources furnished by Provider in a manner materially contravening Provider's express written instructions to such Company Indemnitee, except to the extent in each case that any of the activities described in clauses (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Provider Indemnitee; (b) any Claims arising out of personal injuries, death or damage to tangible personal or real property of third parties including employees of Provider, its contractors and subcontractors caused by the tortious conduct, negligence or willful misconduct of Provider, its employees, Affiliates, agents, contractors or subcontractors; provided that Provider will have no obligation under this part, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of a member of the Company Group or any other Company Indemnitee; (c) any Claims for Taxes assessed or claimed against the Company Group which are obligations of Provider under this Agreement (including the obligations of Provider regarding Taxes described in Section 7.2 of this Agreement) or result from breach of obligations of Provider under this Agreement, including, without limitation, any fines, penalties, administrative fees or the like payable by Company to any governmental entity (whether or not a taxing entity) arising from Provider's failure to comply with its obligations under this Agreement; (d) any Claim by a third party (including without limitation employees of Company or its contractors or subcontractors) resulting from inadequacies in the physical and data security control systems to the extent such physical and data security control systems are the responsibility of Provider under Section 11 of this Agreement and any act by Provider or any employee, agent, contractor or sub-contractor of Provider resulting in a breach of Provider's obligations under Section 11 (including, without limitation, any theft, conversion, misappropriation, unauthorized disclosure or other misuse of or unauthorized access to Company's Company Information); (e) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Company under the terms of this Agreement) arising out of or resulting from Provider's issuance of an incorrect invoice or other information provided to Company in writing regarding its charges to Company for the Services to Company; (f) any Claims by any Affected Employees arising out of or resulting from their treatment by Provider as employees of Provider and any Claims resulting from any breach by Provider of its obligations under the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J); and (g) any Claims arising out of any breach by Provider of Sections 2.10, 10 or 11.

Indemnity by Provider. Provider will shall indemnify, defend and hold each member of the Company Group harmless Idearc and its Affiliates and their respective officers, directors, employees, agents, successorsrepresentatives, contractors successors and assigns (each a "Company Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by due to third-party claims arising or resulting from any Company Indemnitee arising from or in connection withof the following: (a) any Claims the willful misconduct or negligence of infringement of any patent Provider or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, Software or other resources) provided by Provider and/or its subcontractors in its performance of the Services; provided, however, Personnel that Provider will have no obligation with respect to any Losses to the extent arising out of or in connection with causes: (i) a Company Indemnitee's modification the damage, loss or destruction of any Software, Hardware real or similar resource provided by a member of the Company Grouptangible personal property; or (ii) a Company Indemnitee's combinationthe death or bodily injury of any employee, operation or use of the equipmentagent, Software customer, business invitee, business visitor or other resources provided by a Provider Indemnitee with devices, data, programs or other resources not furnished by a Provider Indemnitee; or (iii) any use by a Company Indemnitee of devices, data, programs or other resources furnished by Provider in a manner materially contravening Provider's express written instructions to such Company Indemnitee, except to the extent in each case that any of the activities described in clauses (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Provider Indemniteeindividual; (b) Provider’s breach of any Claims arising out of personal injuries, death or damage to tangible personal or real property of third parties including employees of Provider, its contractors representation and subcontractors caused by the tortious conduct, negligence or willful misconduct of Provider, its employees, Affiliates, agents, contractors or subcontractors; provided that Provider will have no obligation under this part, to the extent the same arise out of or warranties set forth in connection with the tortious conduct, negligence or willful misconduct of a member of the Company Group or any other Company IndemniteeSection 11.2; (c) the breach by Provider (or any Claims for Taxes assessed or claimed against the Company Group which are obligations Provider subcontractor) of Provider under this Agreement (including the obligations of Provider regarding Taxes described in Section 7.2 of this Agreement) or result from breach of obligations of Provider under this Agreement, including, without limitation, any fines, penalties, administrative fees or the like payable by Company to any governmental entity (whether or not a taxing entity) arising from Provider's failure to comply with its obligations with respect to Idearc Data or Idearc Confidential Information under this AgreementArticle XII; (d) the breach of any Claim obligations to be performed on or after the first Tower Commencement Date by Provider (or any Provider subcontractor) under any of the Third-Party Software licenses, Equipment leases or Third-Party Contracts with respect to which (1) Idearc remains a third party and (including without limitation employees of Company 2) Provider has Financial Responsibility or its contractors or subcontractors) resulting from inadequacies in the physical and data security control systems operational responsibility pursuant to the extent Agreement for so long as Provider retains Financial Responsibility or operational responsibility for such physical and data security control systems are the responsibility of Provider under Section 11 of this Agreement and any act by Provider licenses, leases, or any employee, agent, contractor or sub-contractor of Provider resulting in a breach of Provider's obligations under Section 11 (including, without limitation, any theft, conversion, misappropriation, unauthorized disclosure or other misuse of or unauthorized access to Company's Company Information)contracts; (e) the breach by Provider (or any Claims for penaltiesProvider subcontractor) of any of its obligations under any of the Third-Party Software licenses, interest Equipment leases or Third-Party Contracts to which Provider, its Affiliates or its subcontractors are a party and other charges imposed used by a taxing authority (except the actual taxes payable by Company under the terms of this Agreement) arising out of Provider or resulting from Provider's issuance of an incorrect invoice or other information provided its subcontractors to Company in writing regarding its charges to Company for provide the Services (including those licenses, leases and contracts assigned by Idearc to CompanyProvider); (f) Taxes, together with interest and penalties, assessed or imposed against Idearc or any Claims by any Affected Employees arising out member of or resulting from their treatment by the Idearc Group for which Provider as employees of Provider and any Claims resulting from any breach by Provider of its obligations under the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J); andhas financial responsibility pursuant to Section 10.12; (g) any Claims arising out failure by Provider or any Provider subcontractor to comply with Laws for which it has responsibility pursuant to Section 9.11; (h) a Provider Affiliate or subcontractor asserting rights under the Agreement (other than a claim for indemnification by a Provider Affiliate pursuant to Section 16.2 or 16.3); or (i) any aspect of the employment of Provider Personnel or the termination of such employment, including claims relating to (i) payment or failure to pay any salary, wages or other compensation due and owing to any Provider Personnel, (ii) payment or failure to pay any pension or other benefits of any Provider Personnel, (iii) liability for any social security or other employment taxes, workers’ compensation claims and premium payments, and contributions applicable to the wages and salaries of such Provider Personnel, and (iv) wrongful discharge, claims for breach by of express or implied employment contract and claims that Idearc or a member of the Idearc Group is an employer, co-employer or joint employer of any Provider of Sections 2.10, 10 or 11Personnel.

Indemnity by Provider. Provider will shall indemnify, defend and hold each member of the Company Group harmless T-Mobile and its Affiliates and their respective officers, directors, employees, agents, successorssuccessors and assigns, contractors and assigns (each a "Company Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Company Indemnitee and threatened Losses, whether or not involving a third party claim, arising from or from, in connection with, or based on allegations of, any of the following: (a) any Claims of infringement of any patent Any breach by Provider, or any copyrightagents, trademark, service ▇▇▇▇, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, Software or other resources) provided by Provider and/or its subcontractors in its performance of the Services; provided, however, that Provider will have no obligation with respect to any Losses to the extent arising out of or in connection with (i) a Company Indemnitee's modification of any Software, Hardware or similar resource provided by a member of the Company Group; (ii) a Company Indemnitee's combination, operation or use of the equipment, Software or other resources provided by a Provider Indemnitee with devices, data, programs or other resources not furnished by a Provider Indemnitee; or (iii) any use by a Company Indemnitee of devices, data, programs or other resources furnished by Provider in a manner materially contravening Provider's express written instructions to such Company Indemnitee, except to the extent in each case that any of the activities described in clauses (i), (ii) or (iii) above was at the written request or direction ofemployees, or in accordance with specifications required bysubcontractors thereof, Provider Indemniteeof Provider’s obligations under the MSA, an SA or an Order; (b) any Claims arising out of personal injuriesAny negligence, death reckless, willful, fraudulent, or damage to tangible personal or real property of third parties including employees of Providerdishonest acts committed by Provider and/or agents, its contractors and subcontractors caused by the tortious conduct, negligence or willful misconduct of Provider, its employees, Affiliatesor subcontractors thereof, or their employees or agents, contractors which results in the theft of tangible property and/or funds of others in their care, custody or subcontractors; provided that Provider will have no obligation under this part, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of a member of the Company Group or any other Company Indemniteecontrol; (c) any Claims for Taxes assessed or claimed against the Company Group which are obligations of Excluding those instances where T-Mobile indemnifies, defends and holds harmless Provider under this Agreement Section 18.2(b), any claims of infringement or misappropriation of any patent, trade secret, copyright or other proprietary rights or Intellectual Property Rights to the extent alleged to have occurred by any Services, Deliverables, Software, Equipment, Systems, data, information, materials or other resources provided or utilized by Provider and/or agents, employees or subcontractors thereof; (including the obligations d) Any act, error or omission of Provider regarding Taxes described in Section 7.2 of this Agreement) Provider, or result from breach of obligations of Provider under this Agreementany agents or employees thereof, or Provider’s subcontractors, or employees or agents thereof, that allegedly constitutes bad faith, gross negligence or willful misconduct, including, without limitation, any finesfraud, penaltiesembezzlement, administrative fees theft or the like payable by Company to any governmental entity (whether intentional wrongful alteration of data or not a taxing entity) arising from Provider's failure to comply with its obligations under this Agreementdocuments; (de) Any formal or informal investigation or proceeding brought by any Claim Governmental Authority (i) against Provider, or agents, employees, or subcontractors thereof, or any Affiliates of the foregoing, or (ii) against T-Mobile where such investigation is caused by Provider’s conduct under these GTCs, an SA or the Services; (f) Any fines, penalties or charges imposed by Law on T-Mobile as a third party (including without limitation employees result of Company any act, error or its contractors or subcontractors) resulting from inadequacies omission in violation of the physical and data security control systems to the extent such physical and data security control systems are the responsibility of Provider under Section 11 terms of this Agreement and any act by Provider Provider, or any employeeof its agents, agentemployees, contractor or sub-contractor of Provider resulting in a breach of Provider's obligations under Section 11 subcontractors thereof; (g) Any claim, demand or action (including, without limitation, any theft, conversion, misappropriation, unauthorized disclosure claim demand or action for workers compensation or other misuse recovery for on-the-job injury) brought against T-Mobile or its Affiliate by any Services Personnel or personnel of agents, or unauthorized access subcontractors thereof, except to Company's Company Information)the extent such claim or action arises as a result of the gross negligence or willful misconduct of T-Mobile; (eh) Any material error or omission caused in whole or in part by Provider, or agents, employees, or subcontractors thereof, in the performance of the Services or Deliverables under these GTCs or any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Company under the terms SA or Order; Master Services Agreement 68 [* * *] The confidential content of this Agreement) arising out of or resulting from Provider's issuance of an incorrect invoice or other information provided Exhibit 10.1 has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Company in writing regarding its charges to Company for the Services to Company; (f) any Claims by any Affected Employees arising out of or resulting from their treatment by Provider as employees of Provider and any Claims resulting from any breach by Provider of its obligations under the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J); and (g) any Claims arising out of any breach by Provider of Sections 2.10, 10 or 11omitted portions.

Indemnity by Provider. Provider will indemnify, defend and hold each member of the Company Group and their its respective officers, directors, employees, agents, successors, contractors and assigns (each a "“Company Indemnitee"”) harmless on an as-incurred basis from and against any and all Losses incurred by any Company Indemnitee of them arising from or in connection with: (a) any Any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, Software or other resources) provided by Provider and/or its subcontractors in its performance of the Services; provided, however, that Provider will have no obligation with respect to any Losses to the extent arising out of or in connection with with: (i) a Company Indemnitee's modification of any Software, Hardware or similar resource provided failure by a member of the Company GroupProvider to obtain any Required Consents for which Provider has assumed responsibility pursuant to this Agreement; (ii) a Company Indemnitee's combinationany breach by Provider of any Software license, operation or use of the equipmenthardware lease, Software Third Party Agreement or other resources provided by a Provider Indemnitee with devices, data, programs or other resources not furnished by a Provider Indemnitee; or (iii) any use by a Company Indemnitee of devices, data, programs or other resources furnished resource contract committed by Provider in a manner materially contravening Provider's express written instructions to such Company Indemniteeor any of its subcontractors or any employee of Provider or its subcontractors, except to the extent in each case that any of the activities described in clauses (i), (ii) such breach was caused by Company or Participating Third Party; and (iii) above was at Provider’s actions or omissions with respect to its agency rights and obligations under Section 3.4 herein to the written request extent such actions or direction of, or omissions caused Company to be in accordance with specifications required by, Provider Indemniteebreach of a Managed Agreement; (b) any Any Claims arising out of personal injuries, death or damage to tangible personal or real property of third parties including employees of Provider, its contractors and subcontractors caused by the tortious conduct, negligence or willful misconduct of Provider, its employees, Affiliates, agents, contractors or subcontractors; provided that Provider will have no obligation under this partsubsection, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of a member of the Company Group or any other Company IndemniteeParticipating Third Parties; (c) any Any Claims for property taxes, Taxes (including value added taxes, goods and services taxes, and similar types of taxes in the nature of a value added or goods and services tax, which are imposed on the importation of property by Provider or a Provider Affiliate), Withholding Taxes, interest and penalties assessed or claimed against the Company Group which are obligations the obligation of Provider under this Agreement (including the obligations of Provider regarding Taxes described in Section 7.2 of this Agreement) or result from breach of obligations of Provider under this Agreement, including, without limitation, any fines, penalties, administrative fees or the like payable by Company to any governmental entity (whether or not a taxing entity) arising from Provider's failure to comply with its obligations under this Agreement; (d) any Claim by a third party (including without limitation employees of Company or its contractors or subcontractors) Any Claims resulting from inadequacies in the physical Provider’s failure to comply with Laws (excluding data privacy laws, intellectual property laws and data security control systems laws regarding employment, labor or employee benefits) relating to its obligations under this Agreement, except to the extent such physical and data security control systems are the responsibility of Provider under Section 11 of this Agreement and any act failure was caused by Provider Company or any employee, agent, contractor or sub-contractor of Provider resulting in a breach of Provider's obligations under Section 11 (including, without limitation, any theft, conversion, misappropriation, unauthorized disclosure or other misuse of or unauthorized access to Company's Company Information)Participating Third Parties; (e) any Any Claims resulting from Provider’s failure to comply with the applicable data privacy laws of the [ * * * ] , to the extent Provider has responsibility under such laws, except to the extent caused by Company or Participating Third Parties; (f) Any Claims for penalties, interest and other charges imposed by a taxing authority (except but excluding the actual taxes payable by Taxes for which Company is responsible or liable under the terms of this Agreement) arising out of or resulting from Provider's ’s issuance of an incorrect invalid or untimely invoice or other information provided to Company in writing regarding its charges to Company for the Services to Company; (f) any Claims by any Affected Employees arising out , or Provider’s failure to remit or negligence in collecting Taxes for which the Company is responsible or liable under this Agreement, including without limitation, the failure to file Tax returns or the filing of or resulting from their treatment by incomplete Tax returns, which Provider as employees of Provider and any Claims resulting from any breach by Provider of its obligations was required to file under the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J)applicable law; and (g) any Claims Any Claim arising out of, or in connection with an act or omission of Provider in its capacity as an employer and arising out of any breach or relating to (i) Federal, state or other Laws or other regulations for the protection of persons who are members of a protected class or category of persons, or (ii) sexual discrimination or harassment. Provider’s infringement indemnification obligations under this Agreement are as set forth in Article VI of the Technology License Agreement and shall not be affected by Provider the provisions of Sections 2.10, 10 or 11this Agreement. Such infringement indemnification obligations are subject to the limitations of liability set forth in the Technology License Agreement.

Indemnity by Provider. Provider will indemnifyshall defend, defend indemnify and hold each member of the Company Group and their respective officersharmless Customer from any loss, directors, employees, agents, successors, contractors and assigns (each a "Company Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Company Indemnitee arising from damage or in connection with: (a) any Claims of infringement of any patent or any copyright, trademark, service ▇▇▇▇, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any aspect of the Services expense (including without limitation any information technologyreasonable attorneys’ fees) awarded by a court of competent jurisdiction, information management and communications servicesor paid in accordance with a settlement agreement signed by Customer, equipment, Software or other resources) provided by Provider and/or its subcontractors in its performance of the Services; provided, however, that Provider will have no obligation with respect to any Losses to the extent arising out of or in connection with any Third Party claim (each, a “Claim”) alleging that Customer’s use of the Service as expressly permitted hereunder infringes upon any United States patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; provided that Customer (x) promptly gives Provider written notice of the Claim; (y) gives Provider sole control of the defense and settlement of the Claim; and (z) provides to Provider all reasonable assistance, at Provider’s expense. If Provider receives information about an infringement or misappropriation claim related to the Service, Provider may in its sole discretion and at no cost to Customer: (i) a Company Indemnitee's modification of any Softwaremodify the Service so that it no longer infringes or misappropriates, Hardware or similar resource provided by a member of the Company Group; (ii) obtain a Company Indemnitee's combination, operation or license for Customer’s continued use of the equipmentService, Software or other resources provided by a Provider Indemnitee with devices, data, programs or other resources not furnished by a Provider Indemnitee; or (iii) terminate this Agreement (including Customer’s Service subscriptions and Account) upon prior written notice and refund to Customer any use prepaid Annual Fee covering the remainder of the term of the terminated Service subscriptions. Provider shall defend, indemnify and hold harmless Customer from any loss, damage or expense (including reasonable attorneys’ fees) awarded by a Company Indemnitee court of devicescompetent jurisdiction, dataor paid in accordance with a settlement agreement signed by Customer, programs in connection with any Claim arising from bodily injury or other resources furnished by Provider in a manner materially contravening Provider's express written instructions to such Company Indemnitee, except property damage to the extent in each case that any of the activities described in clauses (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Provider Indemnitee; (b) any Claims arising out of personal injuries, death or damage to tangible personal or real property of third parties including employees of Provider, its contractors and subcontractors caused by the tortious conduct, negligence or willful misconduct of Provider. Notwithstanding the foregoing, its employees, Affiliates, agents, contractors or subcontractors; provided that Provider will shall have no liability or obligation under this partwith respect to any Claim that is based upon or arises out of (A) use of the Service in combination with any software or hardware not expressly authorized by Provider, (B) any modifications or configurations made to the extent Service by Customer without the same arise out prior written consent of or in connection with the tortious conductProvider, negligence or willful misconduct of a member and/or (C) any action taken by Customer relating to use of the Company Group or any other Company Indemnitee; (c) any Claims for Taxes assessed or claimed against the Company Group which are obligations of Provider under this Agreement (including the obligations of Provider regarding Taxes described in Section 7.2 of this Agreement) or result from breach of obligations of Provider under this Agreement, including, without limitation, any fines, penalties, administrative fees or the like payable by Company to any governmental entity (whether or Service that is not a taxing entity) arising from Provider's failure to comply with its obligations under this Agreement; (d) any Claim by a third party (including without limitation employees of Company or its contractors or subcontractors) resulting from inadequacies in the physical and data security control systems to the extent such physical and data security control systems are the responsibility of Provider under Section 11 of this Agreement and any act by Provider or any employee, agent, contractor or sub-contractor of Provider resulting in a breach of Provider's obligations under Section 11 (including, without limitation, any theft, conversion, misappropriation, unauthorized disclosure or other misuse of or unauthorized access to Company's Company Information); (e) any Claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Company permitted under the terms of this Agreement. This Section 8.2(a) states Customer’s exclusive remedy against Provider for any Claim of infringement of misappropriation of a Third Party’s Intellectual Property Rights related to or arising out from Customer’s use of or resulting from Provider's issuance of an incorrect invoice or other information provided to Company in writing regarding its charges to Company for the Services to Company; (f) any Claims by any Affected Employees arising out of or resulting from their treatment by Provider as employees of Provider and any Claims resulting from any breach by Provider of its obligations under the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J); and (g) any Claims arising out of any breach by Provider of Sections 2.10, 10 or 11Service.