The Tech Contracts Handbook: Cloud Computing Agreements, Software Licenses, and Other IT Contracts for Lawyers and Businesspeople by David W. Tollen

Author:David W. Tollen [Tollen, David W.]
Language: eng
Format: epub
Publisher: American Bar Association
Published: 2016-01-07T05:00:00+00:00

2 . Indemnities from the Vendor

This subchapter fills in the definition of “Indemnified Claims” in clauses where the vendor is the indemnitor. Instead of “indemnitor” and “indemnified party,” this subchapter simply uses “vendor” and “customer.” And to avoid confusion, this subchapter uses “Customer Associates” instead of the customer’s “Indemnified Associates.” (Some contracts use “Customer Indemnitees” instead.)

Indemnities from the Vendor29

Vendor shall defend and indemnify Customer and the Customer Associates (as defined ____) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (i) infringement of any patent, copyright, trade secret, or other intellectual property right by the System; (ii) injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Vendor or of any of its agents, subcontractors, or employees; or (iii) disclosure or exposure of personally identifiable information or other private information caused by the act or omission of Vendor or any of its agents, subcontractors, or employees.

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