Indemnification Voorbeeldclausules
Indemnification. 10.1. Visma shall defend Customer against any claim or litigation where a third party claims that the Customer’s use of the Services under the TOS is in conflict or infringement with the third party’s patent, copyright or other intellectual property rights. Customer shall immediately notify Visma of any such claim. Visma shall, to the extent that it is liable, indemnify the Customer for any cost, charge, damages, expense or loss imposed upon Customer under a court- approved settlement or court ruling, as well as lawyer fees, provided that Customer cooperates with Visma at Visma’s expense and gives Visma full control of the legal process and settlement, and that the settlement releases Customer from all liability. Visma may at its discretion (i) modify the Services so they no longer are in conflict or infringement, (ii) replace the Services with functionally equivalent Services, (iii) obtain a license for the Customer’s continued use of the Service or (iv) terminate the Customer’s Accounts for the Services against a refund for any Subscription fees paid in advance for License periods that exceed the date of termination. The Customer may not make any other claims due to infringement of third party’s right.
10.2. The foregoing indemnity shall not apply if the Services have been used in breach of the TOS or if the claim arises out of any modification, integration or customisation of the Services not carried out by Visma.
10.3. Customer shall defend Visma against any claim or litigation where a third party claims that the Customer’s Data, or use of the Services in breach of the TOS, is in conflict or infringement with the third party’s patent, copyright or other intellectual property rights, or is in breach or violation of applicable law. Visma shall immediately notify Customer of any such claim. Customer shall indemnify Visma for any cost, charge, damages, expense or loss imposed upon Visma under a court- approved settlement or court ruling, as well as lawyer fees, provided that Visma cooperates with Customer at Customer’s expense and gives Customer full control of the legal process and settlement, and that the settlement releases Visma from all liability.
Indemnification. You will indemnify and hold DANS harmless from and against any and all loss, cost, expense, liability, or damage, including, without limitation, all reasonable attorneys' fees and court costs, arising from the i) use or misuse of the Service; (ii) your access to the Site, use of the Services, violation of this Agreement by you; or (iii) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. Such losses, costs, expenses, damages, or liabilities shall include, without limitation, all actual, general, special, and consequential damages.
Indemnification. To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Apple’s request, defend, Apple, its directors, officers, employees, affiliates, independent contractors and authorized representatives (each an “Apple Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs, including without limitation attorneys’ fees and court costs, (collectively, “Losses”) incurred by an Apple Indemnified Party and arising from or related to any of the following: (a) Your breach of any certification, covenant, obligation, representation or warranty made in this Agreement; (b) Your use (including but not limited to Your Service Provider’s, Administrators’, Authorized Users’, Permitted Users’, and/or Permitted Entity’s use) of the Service; (c) any claims, including but not limited to any end user claims, about Your use, deployment or management of Authorized Devices, Device Enrollment Settings, and/or MDM Servers; (d) any claims, including but not limited to any end user claims, about the provision, management, and/or use of Authorized Devices, Administrator accounts, Managed Apple IDs, or Content, and/or any other use of the Service; and/or (e) any claims regarding Your use or management of Personal Data. In no event may You enter into any settlement or like agreement with a third-party that affects Apple’s rights or binds Apple or any Apple Indemnified Party in any way, without the prior written consent of Apple.
Indemnification. 10.1. Indemnification by Customer
(a) Customer is liable in case of any claims by Third Parties for damages incurred by such Third Parties in connection with Customer’s usage of Services.
(b) Customer agrees to indemnify, defend, release, and hold Service Provider, and all Service Partner, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any Third Party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by Service Provider arising as a result of, or in connection with: • any negligent acts, omissions or wilful misconduct by Customer; • any breach of this Agreement by Customer; and/or • Customer’s violation of any law including but not limited to data protections laws or of any rights of any Third Party.
(c) In the event Service Provider seeks indemnification from Customer according to 10 (Indemnification), Service Provider will inform
(d) In this case, Service Provider is entitled to appoint a legal counsel and to control any proceeding necessary to safeguard its rights as well as to demand reimbursement of the associated costs. EN_Transporeon_General_terms_and_conditions_V14.0
10.2. Indemnification by Service Provider
(a) Service Provider will indemnify Customer from claims of Third Parties arising from the infringement of their Intellectual Property rights which have arisen through the use of Services by Customer to the extent set out in “Liability”.
(b) Customer will give Service Provider prompt written notice in parallel with an e-mail notification of such claim. Customer will also provide information, reasonable assistance as well as the sole authority to Service Provider to defend or settle such claim.
(c) Service Provider may, at its reasonable discretion,
(i) obtain for Customer the right to continue using Services, or
(ii) replace or modify Services so that they become non-infringing; or
(iii) cease to provide Services and reimburse Customer for reasonable expenses resulting therefrom.
Indemnification. Qlik shall defend, indemnify and hold Customer harmless from any damages and costs awarded against Customer as a result of a third party claim that the Qlik Products, as delivered by Qlik and used as authorized under this Agreement, infringes upon any third party copyright, trademark or a patent (“IP Claim”). Customer shall defend, indemnify and hold Qlik harmless from any damages and costs awarded against Qlik as a result of a third party claim alleging Customer’s External Use of the Qlik Products or use of Customer Data with Qlik Products, infringes upon any third party copyright, trademark or patent to the extent any such infringement arose from Customer’s use or combination of the Qlik Products with any data, content, services or software or other materials not provided by Qlik. Each party’s indemnification obligation is subject to: (i) prompt notification of a claim in writing to the indemnifying party; (ii) consent to allow the indemnifying party to have sole control of the defense and any related settlement negotiations; and (iii) provision of information, authority and assistance as necessary for the defense and settlement of an indemnified claim. The indemnifying Party shall not consent to entry into judgment or enter into any settlement that admits liability of the indemnified Party, provides for injunctive or other non-monetary relief affecting the indemnified Party, without the prior consent of the indemnified Party, which consent shall not be unreasonably withheld.
Indemnification. 12.1. Indemnification by Customer
(a) Customer is liable in case of any claims by third parties for damages incurred by such third parties in connection with Customer’s usage of Services.
(b) Customer agrees to indemnify, defend, release, and hold Service Provider, and all Service Partner, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by Service Provider arising as a result of, or in connection with: • any negligent acts, omissions or wilful misconduct by Customer; EN_Transporeon_Platform_User_Agreement_GTC_V3.0 • any breach of this Agreement by Customer; and/or • Customer’s violation of any law including but not limited to data protections laws or of any rights of any third party.
(c) In the event Service Provider seeks indemnification from Customer according to 12 (Indemnification), Service Provider will inform
(d) In this case, Service Provider is entitled to appoint a legal counsel and to control any proceeding necessary to safeguard its rights as well as to demand reimbursement of the associated costs.
12.2. Indemnification by Service Provider
(a) Service Provider will indemnify Customer from claims of third parties arising from the infringement of their Intellectual Property rights which have arisen through the use of Services by Customer to the extent set out in 10 (Liability).
Indemnification. 13.1 The Customer will fully indemnify and defend BAGINCO against any claims and procedures, including the claims and procedures of third parties, that may result from or are the result from an act or omission of the Customer infringing on the written agreement between BAGINCO and the Customer, the order confirmation or delivery slip originating from BAGINCO, these General Conditions and/or other (statutory) obligations of the Customer.
13.2 The Customer will indemnify BAGINCO for all damages, including judicial and other costs, arising from its defence regarding the claims and/or procedures mentioned under article 14.1 of these General Conditions.
Indemnification. 13.1 The Customer shall fully safeguard Recor Bedding NVand defend it against all claims and proceedings including the claims and proceedings of third parties that may arise from or be the result of any action or failure to act on the part of the Customer in conflict with the written agreement between Recor Bedding NVand the Customer, the order confirmation issued by Recor Bedding NV these General Terms and Conditions of Sale and Delivery and/or other (statutory) obligations incumbent on the Customer.
13.2 The Customer shall indemnify Recor Bedding NVfor any damage including judicial and other costs arising as a result of its defence regarding the claims and/or procedures referred to in Article 13.1 of these General Terms and Conditions of Sale and Delivery.
Indemnification. 15.1 The Buyer indemnifies Kjelvik International, to the extent permitted by law, against any liability vis-à-vis one or more third parties arising from and/or connected with the execution of the agreement, regardless of whether the damage was caused or inflicted by Kjelvik International or its auxiliary person, auxiliary matters or items supplied or delivered.
15.2 Likewise, the Buyer indemnifies Kjelvik International, to the extent permitted by law, against any liability to third parties in connection with any deficiency in the products delivered or supplied by Kjelvik International.
15.3 If the damage is partly the result of any circumstance that can be attributed to the Buyer, the Buyer shall at all times be obliged to compensate at least a proportional part of this damage.
15.4 The Buyer shall take out adequate insurance to cover the execution risk as referred to in the first paragraph and the product liability risk as referred to in the second paragraph for at least the market value of the goods delivered to it. At Kjelvik International’s first request, the Buyer shall be obliged to prove that it has fulfilled this obligation.
15.5 The Buyer shall at all times be obliged to make every effort to limit the damage.
15.6 With regard to the Buyer, Kjelvik International shall never be obliged to pay compensation to one or more third parties in excess of the invoice value of the goods in question.
15.7 All employees of Kjelvik International are entitled to invoke the above provisions vis-à- vis the Buyer and, if necessary, vis-à-vis third parties on the same basis as Kjelvik International.
Indemnification. The Contractor will indemnify and hold harmless the Owner (Town of Groton) and the Engineer and their agents and employees from and against all claims, damages, losses and expenses including attorney's fees arising out of or resulting from the performance of the work, provided that any such claims, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property including the loss of use resulting therefrom. The Contractor, subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable will be held responsible for any type of pollution and/or environmental impairment into or upon land, the atmosphere or any course or body of water that is above or below ground; and is caused in whole or in part by any negligent or willful or wanton act or omission of any of the above stated individuals or group of individuals. The Contractor, Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable will be held responsible for acts that are outside of the contract specifications and without the supervision or direction of the Town, its architects, and engineers. These same individuals or group of individuals will also be held responsible for the misuse or malfunction of any equipment rented, owned or leased by any of these individuals or groups of individuals that would create any type of pollution or environmental damage. The owner assumes no responsibility or liability arising from loss or damage to Contractor's equipment, materials or supplies.