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CRM RFP Indemnifications

INDEMNITY
The CRM software publisher and/or Seller shall indemnify, defend and hold harmless Buyer, its directors, officers, employees and agents (collectively, the "Indemnified Parties" and individually an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, judgments, fines, civil penalties, costs and expenses of any kind or nature whatsoever (including but not limited to interest, court costs and attorney(s) fees) which in any way arise out of or result from any Services or Goods sold to Buyer by Seller (or anyone directly or indirectly employed by Seller or anyone for whose acts Seller may be liable) in connection with any defect or deficiency in the Services or Goods sold to Buyer, or Seller's failure to perform the Services or provide the Goods, including injury to or death of any person, damage to or destruction of any property, real or personal (including but not limited to property owned, leased or under the control of Buyer), and liability or obligations under or with respect to any violation of federall, state or local laws, regulations, rules, codes and ordinances (including but not limited to those concerning environmental protection). This Section shall apply regardless of whether or not the damage, loss or injury complained of arises out of or relates to the negligence (whether active, passive or otherwise) of, or was caused in part by, an Indemnified Party. However, nothing contained in this Section shall be construed as a release or indemnity by Contractor of an Indemnified Party from or against any loss, liability or claim arising from the sole negligence or willful misconduct of that Indemnified Party. This Section shall not be construed to negate, abridge or otherwise reduce any other right to indemnity which would otherwise exist in favor of any Indemnified Party, or any other obligation of Seller to indemnify an Indemnified Party. Seller's obligations under this Section shall not be limited in any way by any limitations on the amount or type of damages, compensation or benefits paid or payable by Seller under Workers' Compensation Acts, disability benefits acts or other employee benefit laws or regulations. The indemnification obligations of this Section shall survive termination of expiration of this Order. Seller agrees, in any instance where claims, suits, actions or legal proceedings are brought against the Seller and in any way affect Buyer's interests under this Order or otherwise, that (i) Seller shall notify Buyer in a timely manner (not to exceed five (5) business days) after learning of any actual or threatened claims, suits, actions of legal proceedings, and shall not at any time consummate any settlement without Buyer's prior written consent; and (ii) without releasing any obligation, liability or undertaking of Seller to indemnify Buyer hereunder, Buyer shall have the right to (1) cooperate in the defense of such claim, (2) with permission of the court, intervene in any such action, and (3) supersede Seller in the defense of any such claim.

PATENTS, TRADE SECRETS AND CONFIDENTIAL INFORMATION
The CRM software publisher and/or Seller warrants that the Services, Goods, systems, articles or apparatus, or any part thereof constituting deliverables furnished under this Agreement, as well as any device or process necessarily resulting from the use thereof, do not infringe, or constitute an unauthorized use of, any (i) United States or foreign letters patent, (ii) trade secrets, or (iii) confidential information, and Seller agrees to defend, at Seller's expense, all claims, suits, actions, or proceedings, in law or equity, against Buyer, its successors, assigns, customers, or users of any of the Services and Goods, or any of them, for actual or alleged infringements or unauthorized use of any one or more of the items described in (i), (ii), and (iii) resulting from or arising out of the use or sale of the Services and Goods, or either of them, and further agrees to pay and discharge any and all judgments, decrees, penalties and settlements which may be rendered or reached, and related costs and expenses (including attorneys' fees) , in any and all such claims, suits, actions or proceedings against the Buyer, its successors, assigns, customers and such users, or any of them. In case use of said systems, article, apparatus, part, device, process or deliverable is enjoined, Seller shall, at its own expense and at its option, either procure for Buyer the right to continue using said Services, systems, article or apparatus, part, device, process or deliverable or replace same with a non-infringing equivalent, or remove said systems, article or apparatus and refund the purchase price and the transportation and installation costs thereof.

Advice:

These CRM software Request For Proposal (RFP) components are intended to be a reminder and starting point for your discussion with legal counsel. These sections are generic and will likely be modified or replaced by your legal counsel's text. As we do not express any legal opinion or recommendation whatsoever, we highly recommend obtaining legal counsel for this section and all content for any agreement with a CRM hosting provider.