Indemnification by Business Associate. Business Associate hereby agrees to indemnify, defend, and hold harmless Covered Entity, its board of directors, officers, members, agents, employees, subcontractors, and personnel (the “Indemnities”) from and against any and all claims, demands, suits, actions, losses, expenses, costs (including reasonable attorney fees), obligations, damages, deficiencies, causes of action, and liabilities (collectively, “Claims”) incurred by the Indemnities as a result of, or that are proximately caused by, (1) Business Associate’s breach of this Agreement; or (2) Business Associate’s violation of HIPAA or any amendments thereto. Covered Entity shall provide prompt written notice of relevant information concerning the Claims to Business Associate. Covered Entity shall provide such reasonable assistance (at Business Associate’s expense), as may reasonably be requested by Business Associate, in connection with the defense of any Claim. Notwithstanding the foregoing: (1) Business Associate shall not settle any such Claim without the consent of Covered Entity, which consent shall not be unreasonably withheld, and (2) the indemnification obligations of Business Associate hereunder shall not extend to Claims attributable solely to the negligence, gross negligence, intentional misconduct, or willful malfeasance of Covered Entity
Indemnification by Business Associate. Business Associate shall protect, indemnify and hold harmless the Covered Entity, its officers and employees from all claims, suits, actions, attorney’s fees, costs, expenses, damages, penalties, judgments or decrees arising out of the failure by Business Associate to comply with the requirements of this Agreement, the HIPAA Requirements and all Future Directives; provided however that such indemnification shall be conditioned upon the Covered Entity’s giving prompt notice of any claims to Business Associate after discovery thereof and cooperating fully with Business Associate concerning the defense and settlement of claims.
Indemnification by Business Associate. Business Associate will indemnify and hold harmless Covered Entity, and any affiliate, officer, director, employee or agent of Covered Entity from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ fees and court or proceeding costs, arising out of or in connection with any use or disclosure of PHI that violates or is not permitted by this Agreement, HIPAA, the Privacy Rule, the Security Rule or the HITECH Act, or other breach of this Agreement by Business Associate or any subcontractor or agent of Business Associate.
Indemnification by Business Associate. BUSINESS ASSOCIATE agrees to defend at UNIVERSITY's election, indemnify, and hold harmless UNIVERSITY, its officers, agents or employees from and against any and all claims, liabilities, demands, damages, losses, costs and expenses (including costs and reasonable attorneys' fees), or claims for injury or damages that are caused by or result from the acts or omissions of BUSINESS ASSOCIATE, its officers, employees, agents and subcontractors with respect to the use and disclosure of UNIVERSITY's PHI.
Indemnification by Business Associate. BUSINESS ASSOCIATE agrees to defend, indemnify, and hold harmless UNIVERSITY, its officers, employees and agents from and against any and all claims, liabilities, demands, damages, losses, costs and expenses (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such claims, liabilities, demands, damages, losses, costs and expenses (including costs and reasonable attorneys' fees), or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of BUSINESS ASSOCIATE, its officers, employees or agents.
Indemnification by Business Associate. Business Associate hereby agrees to indemnify, defend, and hold harmless Covered Entity, its board of directors, officers, members, agents, employees, subcontractors, and personnel (the “Indemnities”) from and against any and all claims, demands, suits, actions, losses, expenses, costs (including reasonable attorney fees), obligations, damages, deficiencies, causes of action, and liabilities (collectively, “Claims”) incurred by the Indemnities as a result of, or that are proximately caused by, (1) Business Associate’s breach of this Agreement; or
Indemnification by Business Associate. Business Associate agrees to indemnify, defend and hold harmless the Covered Entity and its employees, directors, officers, subcontractors, agents or other members of its workforce, each of the foregoing hereinafter referred to as “Indemnified Party,” against all actual and direct losses suffered by the Indemnified Party and all liability to third parties arising from or in connection with Business Associate’s breach of Section 2 of this Business Associate Agreement. Accordingly, on demand, Business Associate shall reimburse any Indemnified Party for any and all actual and direct losses, liabilities, fines, penalties, costs or expenses (including reasonable attorneys’ fees) which may for any reason be imposed upon any Indemnified Party by reason of any suit, claim, action, proceeding or demand by any third party which results for Business Associate’s breach hereunder. The obligation to indemnify any Indemnified Party shall survive the expiration or termination of this Business Associate Agreement for any reason.
Indemnification by Business Associate. Business Associate shall be solely responsible for, and shall indemnify and hold Covered Entity harmless from any and all claims, damages, or causes of action (including the Covered Entity’s reasonable attorneys’ fees) arising out of the gross negligence or willful misconduct of Business Associate or Business Associate’s employees, agents, and Subcontractors (or arising out of any action by the Business Associate that is determined to have been taken as the agent of the Covered Entity under the terms of the Services Agreement or this Agreement), and Business Associate will pay all losses, costs, liabilities, and expenses agreed to in settlement of, or in compromise of, or finally awarded Covered Entity in connection with such claims or actions. Covered Entity shall notify Business Associate promptly of any action or claims threatened against or received by them and provide Business Associate with such cooperation, information, and assistance as Business Associate shall reasonably request in connection therewith. This Section 4.1 shall survive the termination of this Agreement.
Indemnification by Business Associate. Business Associate hereby agrees to hold harmless, release and indemnify Covered Entity, its directors, officers, employees and agents against any and all claims, lawsuits, liabilities or damages (whether resulting from settlement, judgment, arbitration or otherwise) resulting from Business Associate’s breach of this BA Agreement or breach of any warranty or representation made by Business Associate in this BA Agreement.
Indemnification by Business Associate. Business Associate shall indemnify and hold Company, its directors, officers, employees, representatives and agents free and harmless from any and all claims, losses, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of Business Associate, its employees, End Users or misrepresentation or breach of any obligations under this agreement, infringement of any third party rights including intellectual property rights, any third party claims arising out of any action or inaction on the part of the Business Associate or its employees, End Users. This clause shall survive the termination or sooner determination of the agreement.
