Security Indemnity Sample Clauses

Security Indemnity. Google shall defend, indemnify, and hold harmless each U of M Indemnitee (which, for the avoidance of doubt, includes without limitation U of M individually and in its capacity as a Hosting Fully Participating Library pursuant to Section 7.2(b)(x) of the Settlement Agreement) (provided, that Google shall not hold harmless a U of M Indemnitee for claims for which Google is not actually indemnifying such U of M Indemnitee) against claims by the Registry pursuant to Sections 8.4(b) (Single or Non- Willful/Intentional Breach of Security Implementation Plan) and 8.4(c) (Repeated or Willful/Intentional Breaches of Security Implementation Plan) of the Settlement Agreement (as incorporated into the Library-Registry (Fully Participating) Agreement), except for claims under Sections 8.4(b) and 8.4(c) resulting from willful misconduct or intentional and knowing misconduct by any U of M Indemnitee and claims resulting from repeated breaches (a repeated breach shall be the second (or more) of the same breach (i.e., the second or more breach with the same root cause) within a six (6)-month period) of the Security Implementation Plan that create a significant risk of Prohibited Access, provided that with respect to claims for which indemnification is sought under Section 10.1(c)(1) and (2) such indemnification will only apply if U of M in its Library- Registry (Fully Participating) Agreement has not elected, as described in Section 8.4(d)(ii) of the Settlement Agreement, to be subject to judicial actions or arbitrations under Article IX (Dispute Resolution) of the Settlement Agreement allowing the Registry to seek all available remedies in equity and at law.