Indemnity Agreement for Integration

INDEMNITY AGREEMENT FOR INTEGRATION

This Indemnity Agreement for Integration (the "Agreement") is entered into as of by and between Client Name: , a Corporation LLC Individual , with principal place of business at (hereafter "Indemnitee"), and Integrator Name: , a Corporation LLC Individual , with principal place of business at (hereafter "Indemnitor"). Indemnitee and Indemnitor are sometimes referred to collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Indemnitor is engaged to perform systems integration, configuration, customization, testing, deployment or related services in connection with Indemnitee's software, hardware or cloud environment (collectively, the "Integration Services"); and

WHEREAS, as a condition to performing the Integration Services, Indemnitee requires contractual assurances that Indemnitor will defend and indemnify Indemnitee against third party claims and liabilities arising out of the Integration Services, subject to the terms and limitations set forth herein; and

WHEREAS, the Parties intend for this Agreement to allocate risk between them and to establish procedures for the defense, settlement and resolution of Claims (as defined below).

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any demand, action, suit, proceeding, arbitration, regulatory inquiry or investigation asserted or instituted by a third party arising out of or relating to the Integration Services, including claims for bodily injury, death, property damage, intellectual property infringement, breach of contract to the extent caused by Indemnitor, or violation of law.

1.2 "Losses" means any and all damages, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' fees, expert costs, court costs and costs of investigation) finally awarded against or paid by the indemnified Party in connection with a Claim.

2. INDEMNITY

2.1 Indemnification by Indemnitor. Indemnitor shall defend, indemnify and hold harmless Indemnitee and its officers, directors, employees, agents and affiliates from and against any and all Losses arising out of a Claim to the extent caused by (a) Indemnitor's negligence or willful misconduct in performing the Integration Services; (b) material breach by Indemnitor of any representation, warranty or obligation under this Agreement; or (c) any allegation that the Integration Services, as delivered by Indemnitor, infringe, misappropriate or otherwise violate a third party's intellectual property rights.

2.2 No Indemnity for Indemnitee's Conduct. Indemnitor shall have no obligation under Section 2.1 to the extent a Claim arises from Indemnitee's gross negligence, willful misconduct, or material breach of this Agreement, or from Indemnitee's use of the Integration Services in combination with products, technology or data not provided or specified by Indemnitor where such combination is the proximate cause of the Claim.

3. CLAIM PROCEDURES

3.1 Notice of Claim. The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim for which indemnity will be sought; provided, however, that failure to provide prompt notice shall not relieve the indemnifying Party from liability except to the extent the indemnifying Party is materially prejudiced by such failure.

3.2 Defense and Control. Subject to Section 3.4, the indemnifying Party shall have the right to assume and control the defense and settlement of the Claim with counsel of its choice reasonably acceptable to the indemnified Party. The indemnified Party may participate in the defense at its own expense.

3.3 Settlement. The indemnifying Party shall not settle any Claim that imposes any obligation or liability on the indemnified Party or admits fault on the part of the indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld or delayed.

3.4 Reservation of Rights. If the indemnifying Party fails to assume and diligently prosecute the defense of a Claim, the indemnified Party may assume the defense, and the indemnifying Party shall reimburse the indemnified Party for reasonable defense costs and Losses.

4. LIMITATIONS ON LIABILITY

4.1 Monetary Cap. Except for liability arising from gross negligence, willful misconduct, or claims of intellectual property infringement indemnified under Section 2.1(c), Indemnitor's aggregate liability under this Agreement for all Claims shall not exceed in the twelve (12) month period preceding the date the Claim arose.

4.2 Consequential Damages. Neither Party shall be liable to the other for lost profits, loss of business opportunity, loss of data or other special, indirect, incidental or consequential damages, except where such damages result from a Party's gross negligence or willful misconduct or are recoverable under indemnities for third-party claims.

5. EXCLUSIONS

5.1 The indemnities set forth in this Agreement shall not apply to Claims arising solely from (a) third-party software or components supplied or specified in writing by Indemnitee; (b) modifications made by Indemnitee or its contractors that were not authorized in writing by Indemnitor; or (c) pre-existing defects disclosed in writing prior to the Effective Date.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that it has full power, authority and capacity to enter into and perform this Agreement and that the execution and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action.

6.2 Indemnitor's Warranties. Indemnitor represents and warrants that (a) the Integration Services will be performed in a professional and workmanlike manner consistent with industry standards; and (b) to the best of Indemnitor's knowledge, the Integration Services as delivered do not infringe the intellectual property rights of any third party.

7. INSURANCE

7.1 Indemnitor shall maintain, at its expense, commercial general liability insurance, professional liability/errors & omissions insurance (as applicable), and automobile liability insurance with limits reasonably adequate to cover its obligations under this Agreement. Indemnitor shall provide written evidence of such insurance upon reasonable request.

8. CONFIDENTIALITY

8.1 Each Party shall keep confidential and shall not disclose to any third party any non-public information received from the other Party in connection with the Integration Services, except as required by law or as necessary to perform obligations under this Agreement. This provision shall not limit indemnities provided herein.

9. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and sent to the addresses set forth below by certified mail, overnight courier or personal delivery. Notice is effective upon receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the Parties' principal place of business without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for the resolution of disputes arising under this Agreement.

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed to the minimum extent necessary and the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver by either Party of any breach shall constitute a waiver of any subsequent breach.

14. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

15. SURVIVAL

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement, including but not limited to Sections 2 (Indemnity), 3 (Claim Procedures), 4 (Limitations on Liability), 8 (Confidentiality), 10 (Governing Law), 11 (Entire Agreement), and 12 (Severability), shall survive.

ADDITIONAL TERMS

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