ACTIONS, LIABILITIES, LOSSES, DAMAGES, INJURIES, JUDGMENTS AND EXTERNAL
EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS, SANCTIONS
IMPOSED BY A COURT, EXPERTS' FEES, INTEREST OR PENALTIES RELATING TO ANY
JUDGMENT OR SETTLEMENT, AND OTHER LEGAL EXPENSES (INCLUDING ALL INCIDENTAL
EXPENSES IN CONNECTION WITH SUCH LIABILITIES, OBLIGATIONS, CLAIMS OR ACTIONS
BASED UPON OR ARISING OUT OF DAMAGE, ILLNESS OR INJURY (INCLUDING DEATH) TO
PERSON OR PROPERTY CAUSED BY OR SUSTAINED IN CONNECTION WITH THE PERFORMANCE OF
THIS AGREEMENT) ("LIABILITIES"), BROUGHT, ALLEGED OR INCURRED BY OR AWARDED TO
ANY PERSON WHO IS NOT A MEMBER OF THE GE GROUP OR THE GENWORTH GROUP (A "THIRD
PARTY CLAIM") ARISING OUT OF OR BASED UPON:
(A)
ANY ALLEGED OR ACTUAL VIOLATION OF
ANY LAW BY PROVIDER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (EXCLUDING THE
GENWORTH GROUP AND EXCLUDING ANY SUCH VIOLATION TO THE EXTENT CAUSED BY A BREACH
OF THIS AGREEMENT OR ANY PSA BY ANY MEMBER OF THE GENWORTH GROUP);
(B)
THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF PROVIDER OR ANY OF ITS AFFILIATES (EXCLUDING THE GENWORTH GROUP);
(C)
PROVIDER'S PROVISION OF ANY SERVICES
TO ANY THIRD PARTY FROM THE SAME FACILITIES FROM WHICH THE SERVICES ARE PROVIDED
TO THE CUSTOMER;
18
(D)
THE IMPROPER OR ILLEGAL USE OR
DISCLOSURE OF CONSUMER INFORMATION (INCLUDING PERSONAL, CREDIT OR MEDICAL
INFORMATION) REGARDING ANY CUSTOMER OR POTENTIAL CUSTOMER OF CUSTOMER IN
CONTRAVENTION OF PROVIDER'S OBLIGATIONS UNDER THIS AGREEMENT OR ANY PSA; AND
(E)
PROVIDER'S TAX LIABILITIES ARISING
FROM PROVIDER'S PROVISION OF SERVICES, AS SET FORTH IN SECTION 2.7 HEREOF.
12.2
INDEMNITY BY CUSTOMER.
CUSTOMER AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND PROVIDER, EACH OTHER MEMBER OF THE GE GROUP,
AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, FROM AND AGAINST
ANY AND ALL LIABILITIES RELATING TO ANY THIRD PARTY CLAIM ARISING OUT OF OR
BASED UPON THE PROVISION OF SERVICES BY PROVIDER TO CUSTOMER, EXCEPT FOR
LIABILITIES ARISING OUT OF OR BASED UPON:
(A)
NEGLIGENCE OF PROVIDER, ITS
AFFILIATES OR REPRESENTATIVES;
(B)
ANY OF THE EXCLUDED MATTERS RELATED
TO AN ACT OR OMISSION OF PROVIDER, ITS AFFILIATES OR REPRESENTATIVES;
(C)
ANY MATTER WITH RESPECT TO WHICH
PROVIDER IS REQUIRED TO INDEMNIFY CUSTOMER UNDER SECTION 12.1 HEREOF; OR
(D)
ANY THIRD PARTY CLAIM THAT ANY
RESOURCES PROVIDED BY THE CUSTOMER OR USED BY PROVIDER IN CONNECTION WITH THE
SERVICES INFRINGE, VIOLATE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY OR
TRADEMARKS OF ANY THIRD PARTY, EXCLUDING ANY SUCH INFRINGEMENT, VIOLATION OR
MISAPPROPRIATION CAUSED BY:
(I)
ANY SUCH RESOURCES FIRST PROVIDED
TO PROVIDER AFTER THE EXECUTION DATE, BUT EXCLUDING ANY INFRINGEMENT, VIOLATION
OR MISAPPROPRIATION RESULTING FROM MODIFICATIONS BY OR ON BEHALF OF THE PROVIDER
TO ANY SUCH RESOURCES, COMBINATIONS OF SUCH RESOURCES WITH OTHER ITEMS, OR USE
OF SUCH RESOURCES, EXCEPT AS SPECIFIED BY CUSTOMER IN EACH CASE (IT BEING
UNDERSTOOD THAT THE USE OF ALL SOFTWARE INCLUDED IN ANY SUCH RESOURCES IN
COMBINATION WITH COMPUTERS OR OTHER HARDWARE WITH WHICH SUCH SOFTWARE IS
INTENDED TO BE USED SHALL BE DEEMED TO BE SO SPECIFIED);
(II)
ANY SUCH RESOURCES