Indemnities
HEALL shall indemnify and hold you harmless with respect to any claims or actions against you, based upon material prepared by us, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy or infringement copyright.
You will indemnify and hold HEALL harmless with respect to any claims or actions instituted by third parties which result from the use by us of material furnished by you or where material created by us is substantially changed by you to the extent such claims or actions are based upon your changes.
Information or data obtained by us from you to substantiate claims made in promotional or advertising activities shall be deemed to be "materials furnished you". In the event of any proceeding against you by any regulatory agency or in the event of any court actin or self-regulatory action challenging any promotion prepared by us, we shall assist in the preparation of the defense of such action or proceeding and cooperate with you and your attorneys.
You will reimburse us for any out-of-pocket expenses we might incur at your request in connection with any such action or proceeding. You agree to indemnify us and hold us harmless with respect to any death, personal injury or property damage claims or actions arising from the use of your products or services. If you secure Product Liability Insurance with respect to the use of any products assigned to us, you will cause us to be named as a co-insured and maintain such policy at your cost and expense. |