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i <br /> meridian <br /> 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 />