Common use of Software Indemnity Clause in Contracts

Software Indemnity. In addition to, and not in derogation of, any and all other rights and remedies available to the Company and the Shareholders at law or in equity, Medical Manager agrees to indemnify, defend and hold the Company, the Shareholders, their Affiliates and their respective stockholders, directors, officers, employees, attorneys, agents, successors and assigns harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by such parties arising out of or related to any claim by any of the licensees of The Medical Manager(R) identified on Schedule 3.25 arising from or relating to the inability of any pre-version 9.0 release of The Medical Manager(R) software to recognize a four digit date field (i.e. the "Year 2000"), excluding from such indemnification obligation any expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation related counsel and paralegal fees and expenses) which are caused by the fraudulent or negligent representation made by CTT, the Company, the Shareholders, their Affiliates or any of their respective employees or agents, with regard to the Year 2000 compliance of such pre-version 9.0 releases of The Medical Manager(R) software, unless such negligent representation was made in reasonable reliance upon information obtained from Medical Manager.

Software Indemnity. In addition to, and not in derogation of, any and all other rights and remedies available to the Company and the Shareholders at law or in equity, Medical Manager agrees to indemnify, defend indemnify and hold the Company, the Shareholders, their Affiliates and their respective stockholders, directors, officers, employees, attorneys, agents, successors and assigns harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by such parties arising out of or related to any claim by any of the licensees of The Medical Manager(R) identified on Schedule 3.25 arising from or relating to the inability of any pre-version 9.0 release of The Medical Manager(R) software to recognize a four digit date field (i.e. the "Year 2000"), ) excluding from such indemnification obligation any expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation limitation, related counsel and paralegal fees and expenses) which are caused by the fraudulent or negligent representation made by CTTCTF, the Company, the Shareholders, their Affiliates Affiliates, or any of their respective employees or agents, with regard to the Year 2000 compliance of such pre-version 9.0 releases release of The Medical Manager(R) software, unless such negligent representation was made in reasonable reliance upon information obtained from Medical Manager.