Contractor Representations. Contractor represents that it has the legal right to enter into this Agreement, and to perform hereunder, without breaching any prior confidentiality agreement, employment contract, or legal duty owed to a former client or employer, and Contractor agrees to indemnify and hold SCS harmless from and against any costs or liability, whatsoever, including attorney's fees, resulting from any such claim. In addition, Contractor shall indemnify SCS, its agents, servants and employees and hold them harmless from and against any and all liabilities, losses, injury of any kind or nature whatever (including resulting death) to all persons employed by Contractor or otherwise, including its subcontractors, and damage to all property, and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor’s or a Contractor’s Employee’s performance of the Services and Nursing Services, including but not limited to any claim for payment made by a subcontractor, employee or agent of Contractor, and Contractor further assumes the defense and the entire responsibility and liability for any and all such claims, and agrees to assume, on behalf of SCS, the amount of any judgment that may be entered against SCS in such action, regardless of cause or fault or negligence or alleged strict liability on the part of SCS. In the event Contractor’s liability shall arise by reason of the sole negligence of SCS, then and only then, shall Contractor not be liable under the provisions of this section.
Appears in 9 contracts
Samples: Professional Services Agreement, Professional Services Agreement, Professional Services Agreement