Indemnities from the Distributor

Indemnities from the Distributor


Distributor shall defend and indemnify Vendor and the Vendor Associates (as defined _____) against any third party claim, suit, or proceeding by any customer of Distributor, as well as any such customer’s employee, contractor, or other end user, (any “Indemnified Claim”), except to the extent that such claim, suit, or proceeding arises out of, relates to, or alleges: (i) intellectual property infringement by the Software; or (ii) an injury caused by the Software’s failure to conform to its Documentation or Specifications provided by Vendor. For the avoidance of doubt, Indemnified Claims include claims related to injuries caused by the Software’s failure to perform as represented by Distributor but not by the Documentation or Specifications provided by Vendor.

Note:
  • The examples in this clause box are not complete! Its terms replace the first sentence of the clause box in Subchapter 1 above. If you use this example, be sure to include the rest of the language from the Subchapter 1 clause box (with “Distributor,” “Vendor,” and “Vendor Associates,”  replacing “Indemnitor,” “Indemnified Party,” and “Indemnified Associates”).