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13. Indemnification. <br /> 13.1 SafeTee. <br /> 13.1.1 SafeTec shall defend, indemnify and hold harmless Customer and its <br /> officers,directors,employees,agents,successors and permitted assigns(each,a"Customer Indemnitee") <br /> from and against all Losses arising out of or resulting from: (a)bodily injury,death of any person or damage <br /> to real or tangible, personal property resulting from the willful, fraudulent or grossly negligent acts or <br /> omissions of SafeTec or SafeTec personnel; and (b)SafeTec's material breach of any representation, <br /> warranty or obligation of SafeTec set forth in this Agreement. <br /> 13.1.2 SafeTec shall defend, indemnify and hold harmless the Customer <br /> Indemnitees from and against all Losses awarded against a Customer Indemnitee in a final judgment based <br /> on a claim that any of the Services or Deliverables or Customer's receipt or use thereof infringes any <br /> Intellectual Property Right of a third party arising under the Laws of the United States;provided,however, <br /> that SafeTec shall have no obligations under this Section 13.1.2 with respect to claims to the extent arising <br /> out of: (a)any Customer Materials or any instruction, information, designs, specifications or other <br /> materials provided by Customer in writing to SafeTec;(b)use of the Deliverables in combination with any <br /> materials or equipment not supplied to Customer or specified by SafeTec in writing, if the infringement <br /> would have been avoided by the use of the Deliverables not so combined; or (c)any modifications or <br /> changes made to the Deliverables by or on behalf of any party other than SafeTec or SafeTec personnel. <br /> 13.1.3 In the event that the Services or Deliverables provided by SafeTec,or any <br /> portion thereof is held to constitute an infringement or violation of any third party's intellectual property or <br /> other proprietary rights, or in the reasonable opinion of SafeTec might constitute an infringement or <br /> violation of any third party's intellectual property rights,then SafeTec shall have the immediate right to,at <br /> its sole expense and at Customer's option: (a) modify the Deliverable without impairing in any material <br /> respect the functionality or performance, so that it is non-infringing or non-violative; (b) procure for <br /> Customer the right to continue to use the infringing or violative Deliverable; (c)replace said Deliverable <br /> with an equally suitable,non-infringing product;or(d)if none of the foregoing alternatives are available to <br /> SafeTec,Customer shall receive a repayment of all sums paid to SafeTec under the relevant Statement of <br /> Wotk for the infringing or violative Deliverable and Customer shall have no obligation to make any <br /> additional payments to SafeTec for such Deliverable,and SafeTec shall accept return of the Deliverable at <br /> its sole expense,once Customer has arranged for the continuation of the functions performed thereby.This <br /> Section 13.13 states SafeTec's entire responsibilities and Customer's entire remedies for any infringement <br /> of third party intellectual property by SafeTec's Services or Deliverables <br /> 13.2 Customer. Customer shall defend, indemnify and hold harmless SafeTec and its <br /> officers,directors,employees,agents,successors and permitted assigns from and against all Losses awarded <br /> against SafeTec in a final judgment arising out of or resulting from: (a)bodily injury,death of any person <br /> or damage to real or tangible,personal property resulting from the negligent or willful acts or omissions of <br /> Customer; and(b)Customer's material breach of any representation, warranty or obligation of Customer <br /> set forth in this Agreement. <br /> 2110321J2/VWC(102181-03 <br /> PAGE 7—SAFETEC MASTER SERVICES AGREEMENT <br />