Pershing Indemnification Clause Samples

Pershing Indemnification. In addition to any other obligations it may possess under other provisions of this Agreement, Pershing shall indemnify, defend, and hold harmless Broker and any controlling person of Broker, from and against all allegations, claims, demands, proceedings, suits and actions (“Claims”) and all liabilities, expenses, reasonable attorney’s fees (including fees and costs incurred in enforcing Broker’s right to indemnification), and costs in connection therewith arising out of any negligent, reckless, dishonest, fraudulent, or criminal act or omission on the part of any of Pershing’s officers or employees or contractor agents performing job typically done by employees (“Contractor Agents”) with respect to the services provided by Pershing under this Agreement.

Pershing Indemnification. In addition to any other obligations it may possess under other provisions of this Agreement, Pershing shall indemnify, defend, and hold harmless Broker from and against all claims, demands, proceedings, suits, actions, liabilities, expenses, attorney's fees, and costs in connection therewith arising out of any reckless, dishonest, fraudulent, or criminal act or omission on the part of any of its officers or employees with respect to the services provided by Pershing under this Agreement. Notwithstanding the foregoing, Pershing shall have no liability to any of Broker's customers for any loss suffered by any customer. Pershing's liability will be only to Broker and then only to the extent expressly set forth in this Agreement.

Pershing Indemnification. Pershing shall have no liability to any of Broker's customers for any loss suffered by any customer. Pershing's liability will be only to Broker and then only to the extent hereinafter expressly set forth. Pershing hereby agrees to indemnify, defend and hold harmless Broker from and against all claims, demands, proceedings, suits and actions and all liabilities, expenses, attorney fees, and costs in connection therewith arising out of any negligent, dishonest, fraudulent, or criminal act or omission on the part of any of its officers, partners or employees with respect to the services provided by Pershing under this Agreement.

Pershing Indemnification. In addition to any other obligations it may possess under other provisions of this Agreement, Pershing shall indemnify, defend, and hold harmless Broker and each of its divisions, and any controlling person of Broker, from and against all third party claims, demands, proceedings, suits, actions, liabilities, expenses, and reasonable attorney's fees, and costs in connection therewith arising out of any (i) negligent, reckless, dishonest, fraudulent, or criminal act or omission on the part of any of its officers or employees or agents or representatives with respect to the services provided by Pershing under this Agreement; (ii) infringement or violation of the rights of any third party relating to any services, software or materials provided by Pershing in connection with this Agreement; (iii) act or omission of Pershing, its agents or employees which infringes on any patent, trade secret, copyright, trademark, or other intellectual property right of Broker or Broker's agents or parties with whom Broker has contracted or any violation of the terms set forth in paragraph 28 hereof; (iv) breach of any of its representations and warranties in this Agreement; (v) breach of its obligations under Paragraph 23 (confidentiality); (vi) failure to exercise due diligence in reviewing checks received from customers to ensure that same are in proper form, or in the issuance of instructions regarding the accounts into which checks are to be deposited; and (vii) negligent, dishonest, fraudulent, or criminal act or omission on the part of any of Pershing's officers, directors, employees or agents. In the event that any services, software or materials provided by Pershing in connection with this Agreement become unavailable to Broker because of an infringement or violation of the rights of any third-party, as a non-exclusive remedy, Pershing shall promptly modify or replace the infringing services, software or materials with non-infringing services, software or materials of equal quality, features and functionality.