Indemnity clause full text

Indemnity

The Supplier shall indemnify, defend, and hold harmless the Customer, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, losses, damage, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or in connection with:

(a) any breach by the Supplier of its representations, warranties, or obligations under this Agreement;

(b) any third-party claim alleging that the Products or Services supplied under this Agreement infringe or misappropriate any intellectual property right of a third party;

(c) any personal injury, death, or damage to tangible property caused by the negligent acts or omissions, or wilful misconduct, of the Supplier, its employees, agents, or subcontractors in the performance of this Agreement.

The Customer shall promptly notify the Supplier in writing of any claim subject to indemnity and shall provide the Supplier with reasonable cooperation in the defence and settlement of such claim, provided that the Supplier shall not settle any claim in a manner that imposes any admission of liability or obligation on the Customer without the Customer’s prior written consent, which shall not be unreasonably withheld.