1. Indemnification
   1. Indemnity Obligation. If a third party brings a claim against [PARTY B] alleging that [PARTY A]’s breach of this agreement caused loss or harm to such third party, [PARTY A] will (a) defend [PARTY B] against such claim and (b) reimburse [PARTY B] for any damages that it suffers as a result. In this context, “damages” means all costs that [PARTY B] incurs in defending itself against such claim, including any attorney fees and court costs awarded against it.
   2. Indemnity Qualifications. [PARTY A]'s indemnity obligation is conditional on the [PARTY B] giving [PARTY A] (a) prompt written notice of the third party’s claim, (b) sole control of the defense and settlement of the claim, and (c) all reasonable assistance, at [PARTY A]'s expense.

1. Indemnification
   1. Indemnity Obligation. If a third party brings a claim against [PARTY B] alleging that a defect in the Goods supplied by [PARTY A] caused loss or harm to such third party, [PARTY A] will (a) defend [PARTY B] against such claim and (b) reimburse [PARTY B] for any damages that it suffers as a result. In this context, “damages” means all costs that [PARTY B] incurs in defending itself against such claim, including any attorney fees and court costs awarded against it.
   2. Indemnity Qualifications. [PARTY A]'s indemnity obligation is conditional on the [PARTY B] giving [PARTY A] (a) prompt written notice of the third party’s claim, (b) sole control of the defense and settlement of the claim, and (c) all reasonable assistance, at [PARTY A]'s expense.
   3. Indemnity Exceptions. [PARTY A] is not required to indemnify [PARTY B] if (a) the alleged infringement resulted from [PARTY B] modifying or altering the Product, or (b) the alleged infringement was caused by [PARTY B] combining the Product with products or services not supplied by [PARTY A] unless in either case [PARTY A] gave its prior written consent.
   4. Indemnity Mitigation. [PARTY A] may at no cost to [PARTY B] (a) modify the Services so that they are no longer claimed to infringe or misappropriate and conform to terms of this agreement, (b) obtain a license for [PARTY B]’s continued use of the Services in accordance with this agreement, or (c) terminate the agreement and refund [PARTY B] any prepaid fees.

1. [PARTY B] Indemnification
   1. Indemnity Obligation. If a third party brings a claim against [PARTY A] alleging that [PARTY B]’s use of the Service or material provided by [PARTY B] infringes that party’s intellectual property rights, [PARTY B] will (a) defend [PARTY A] against such claim and (b) reimburse [PARTY A] for any damages that it suffers as a result. In this context, “damages” means all costs that [PARTY A] incurs in defending itself against such claim, including any attorney fees and court costs awarded against it.
   2. Indemnity Qualifications. [PARTY B]'s indemnity obligation is conditional on the [PARTY A] (a) giving [PARTY B] prompt written notice of the third party’s claim, (b) giving [PARTY B] sole control of the defense and settlement of the claim, and (c) giving [PARTY B] all reasonable assistance, at [PARTY B]'s expense.

1. Indemnification. [PARTY A] will indemnify [PARTY B] against all losses suffered by [PARTY A] arising out of [PARTY B]'s actions or omissions in its capacity as a senior executive or member of the Board, unless such actions or omissions constitute willful misconduct or gross negligence by [PARTY B].

1. Indemnification
   1. Indemnification and Reimbursement by [PARTY A]
      
      1. Indemnification for Holders. Subject to paragraph [EXCEPTIONS FOR PARTY A], if any Registrable Securities are included in a Registration Statement, [PARTY A] shall indemnify each Holder, the partners, officers, and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each other Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act, the Exchange Act, or other federal or state Law (each, a "Holder Indemnified Person"), against any Claims arising out of any Violation.
      2. Reimbursement for Holders' Expenses. If any Registrable Securities are included in a Registration Statement, [PARTY A] shall reimburse each Holder Indemnified Person for any expenses reasonably incurred in connection with investigating or defending any such Claims.
      3. Exceptions For [PARTY A]'s Indemnification Obligations
         1. Consent to Settlements. [PARTY A] will not be required to pay any amounts in settlement of any Claim unless it consents to the settlement in writing.
         2. Violations in Reliance on Holder Indemnified Persons. [PARTY A] will not be liable for any Claims based on a Violation that occurs in reliance on written information furnished by a Holder Indemnified Person expressly for use in connection with such registration.
   2. Indemnification and Reimbursement by Holders
      1. Indemnification for [PARTY A]. Each selling Holder shall indemnify [PARTY A], the partners, officers, and directors of [PARTY A], any underwriter (as defined in the Securities Act) for [PARTY A] and each other Person, if any, controlling [PARTY A] or underwriter within the meaning of the Securities Act, the Exchange Act, or other federal or state Law (each, a "[PARTY A] Indemnified Person"), against any Claims (joint or several) arising out of any Violation, in each case to the extent the Violation occurs in reliance on written information furnished by the Holder expressly for use in connection with the registration.
      2. Reimbursement for [PARTY A]'s Expenses. Each selling Holder shall reimburse for any legal or other expenses reasonably incurred by any [PARTY A] Indemnified Person, in connection with investigating or defending any such Claim.
      3. Exceptions For Holders' Indemnification Obligations
         1. Consent to Settlement. A Holder will not be required to pay any amounts in settlement of any Claim, unless it consents to the settlement in writing.
         2. Cap on Indemnification. No Holder will be required to indemnify any party under this paragraph [INDEMNIFICATION AND REIMBURSEMENT BY HOLDERS] for losses, damages, or expenses exceeding the net proceeds the Holder received form the offering.
   3. Definitions
      1. Violation. (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law;

1. Indemnification
   1. [PARTY B] Indemnification Obligations. [PARTY B] shall indemnify and defend [PARTY A], and [PARTY A]'s agents, advisors, employees, members, officers, directors, partners, trustees, beneficiaries, and shareholders, against all losses and damages to any person or property arising out of [PARTY B]'s
      1. use or occupancy of the Premise, except to the extent the losses or damages are caused by [PARTY A]'s negligence or willful misconduct,
      2. negligence or willful misconduct in, on, or in connection with the Premise, or
      3. [PARTY B]'s breach or Default under this agreement.
   2. Notice and Failure to Notify
      1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall
         1. notify the indemnifying party of the indemnifiable proceeding, and
         2. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
      2. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.
   3. Survival of Indemnification. The provisions of this section will survive the expiration or termination of this agreement with respect to any damage, injury, or death occurring before the expiration or termination.

1. Indemnification
   1. Indemnity Obligation. Each party (as the indemnifying party) shall indemnify the other against any loss, cost, or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s (a) breach of this agreement, (b) wilful misconduct or gross negligence, or (c) violation of law.
   2. Indemnity Qualifications. Each party's indemnity obligation is conditional on the other party giving the indemnifying party (a) prompt written notice of the third party’s claim, (b) sole control of the defense and settlement of the claim, and (c) all reasonable assistance, at indemnifying party's expense.

1. Indemnification. From the Effective date until the Retirement Date, [PARTY A] shall continue to indemnify [PARTY B] according to the indemnification obligations under section [INDEMNIFICATION] of [PARTY B]'s employment agreement, and [PARTY A]'s bylaws or certificate of incorporation as applicable, attached to this agreement in [ATTACHMENT].

Indemnification. [PARTY A] shall continue to indemnify [PARTY B] according to the indemnification obligations under section [INDEMNIFICATION] of [PARTY B]'s employment agreement, and [PARTY A]'s bylaws or certificate of incorporation as applicable, attached to this agreement in [ATTACHMENT].

1. Indemnification
   1. General Indemnification. [PARTY A] and [PARTY B] shall jointly and severally indemnify the Escrow Agent against all losses, fees, and expenses incurred as a result of the Escrow Agent being brought into or otherwise becoming involved in any claims between [PARTY A] and [PARTY B] in connection with this agreement, unless 
      1. this agreement otherwise provides for reimbursement of the losses, fees, or expenses, or
      2. the Escrow Agent solely caused the claim by its gross negligence or willful misconduct.
2. Infringement Indemnification
   
   1. [PARTY A] shall indemnify the Escrow Agent, and the Escrow Agent's Representatives, against all losses, costs, and expenses incurred as a result of or in connection with a claim that the Escrow Agent's performance of its obligations under this agreement infringes a third party's Intellectual Property.
3. Notice and Failure to Notify
   1. Notice Requirement. Before bringing a claim for indemnification, the Escrow Agent shall
      1. notify the indemnifying party of the indemnifiable proceeding, and
      2. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
   2. Failure to Notify. If the Escrow Agent fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the Escrow Agent's failure.
4. Exclusive Remedy. The Escrow Agent's right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

1.  Indemnification. You shall indemnify, defend and hold harmless the Company and its collaborators, suppliers and licensors, and their officers, directors, agents, and employees from and against any claim, proceeding, loss, damage, fine, penalty, interest, and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with
   1. your use of the Site;
   2. your breach of this agreement;
   3. violation of Law;
   4. your submission, posting, or transmission of user content to the website; or
   5. violation of the rights of a third party.