A. Client will indemnify and hold Vendor harmless from and against any claims by third parties, including all costs, expenses, and attorneys’ fees incurred (“Damages”), arising out of or in conjunction with (i) Client’s performance under or breach of any obligation or agreement of this Agreement, and (ii) any actual or threatened claim that the content provided by Client to Vendor infringe any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret made against Vendor by any third party.
B. Vendor shall indemnify, defend, and hold Client harmless from, and against any and all third party Damages arising out of or resulting from (i) Vendor’s performance or breach of any obligation or agreement of Vendor under this Agreement, (ii) any misrepresentation made by Vendor in this Agreement, or (iii) any actual or threatened claim that the Deliverables or the Deliverables infringe any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret made against Client by any third party.
12. Force Majeure
If either party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, computer virus, war, accident, or other acts of God, then upon written notice to the other party, the requirements of this Agreement, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. During such period, the party not prevented from complying may seek to have its needs (which would otherwise be met hereunder) met by the other without liability hereunder. The party prevented from complying shall make all reasonable efforts to remove such disability within ten (10) days of giving such notice and the party not prevented from complying pursuant to this Section may terminate this Agreement, without liability, upon expiration of such ten (10) day period. However, the Vendor agrees to use commercially reasonable efforts to protect the Deliverables, information, and the Deliverables it has created for the Client from any force majeure event including insuring the appropriate information is backed up and stored at a safe site on a reasonable basis to help protect from such unforeseen events.