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ii. all necessary access to such information as maybe required by MERIDIAN in order to render <br />the Services, including but not limited to CLIENT Data, security access information and <br />configuration services; <br />iii. comply with all applicable laws and regulations with respect to its activities under this <br />Agreement; <br />iv. carry out all other CLIENT responsibilities set out in this Agreement in a timely and efficient <br />manner. In the event of any delays in the CLIENT's provision of such assistance as agreed <br />by the parties, MERIDIAN may adjust any agreed timetable or delivery schedule as <br />reasonably necessary; <br />V. ensure that the Authorized Users use the Services and the Documentation in accordance <br />with the terms and conditions of this Agreement and shall be responsible for any Authorized <br />User's breach of this Agreement; <br />vi. obtain and maintain all necessary licenses, consents, and permissions necessary for <br />MERIDIAN, its employees, subcontractors and/or agents to perform their obligations under <br />this Agreement, including without limitation the Services; <br />vii. ensure that its network and systems comply with the relevant specifications provided by <br />MERIDIAN from time to time; and <br />viii. be solely responsible for procuring and maintaining its network connections and <br />telecommunications links from its systems to MERIDIAN'S data centers, and all problems, <br />conditions, delays, delivery failures and all other loss or damage arising from or relating to <br />the CLIENT's network connections or telecommunications links or caused by the internet. <br />10. Indemnification <br />a. Each Party (the "Indemnifying Party") agrees to defend the other Party, its affiliates and each of <br />their respective officers, directors, employees, contractors and agents (each an "Indemnified <br />Party") from and against any action, claim, suit, investigation or other proceeding brought by a <br />third party (a "Claim") to the extent such Claim results from the Indemnifying Party's breach of this <br />Agreement or the negligence, willful misconduct or fraud or violation of law on the part of the <br />Indemnifying Party, its officers, directors, employees, agents or other representatives in <br />connection with this Agreement. The Indemnifying Party will indemnify and hold harmless the <br />Indemnified Party from any liabilities, losses, damages, judgments, awards, fines, penalties, costs <br />and expenses (including reasonable attorneys' fees and costs of defense) incurred by or levied <br />against such Indemnified Party as a result of such Claim that infringes any currently existing United <br />States copyright, patent, trademark or trade secret of a third party. <br />b. MERIDIAN will have no obligation to defend CLIENT with respect to any claim, demand, action or <br />proceeding, described herein, that is based upon: <br />(i) use of other than the then -current release of the Software, if infringement could have been <br />avoided by use of the then -current release and the then -current release has been made available <br />to CLIENT; (ii) use of the Services in conjunction with CLIENT's data, where use with such data <br />gave rise to the infringement claim; (iii) use of the Services with other software, where use of such <br />other software gave rise to the infringement claim; (iv) use of any Services in a manner inconsistent <br />