Contractor’s Indemnities Clause Samples
The Contractor’s Indemnities clause requires the contractor to compensate the client for losses, damages, or liabilities arising from the contractor’s actions or omissions during the performance of the contract. Typically, this means the contractor must cover costs related to third-party claims, property damage, or personal injury caused by their work or negligence. The core function of this clause is to allocate risk by ensuring that the contractor, rather than the client, bears responsibility for certain legal and financial consequences resulting from the contractor’s conduct.
Contractor’s Indemnities. 14.1 Subject to clause 14.3 and the financial limit of clause 14.4 the Contractor indemnifies and shall hold the Authority harmless from all claims and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Authority arising out of or in connection with:
14.1.1 any breach by the Contractor of the warranties contained in clauses 2.1, 11.2 or 11.5 of these terms and conditions;
14.1.2 the Contractor’s negligence or breach of statutory duty;
14.1.3 any misrepresentation (including fraudulent misrepresentation) made by the Contractor;
14.1.4 any claim made against the Authority by a third party arising out of or in connection with the provision of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Contractor, its employees, agents or subcontractors.
14.2 The indemnities given to the Authority in clause 14.1 are additional to those contained in clauses 6.4 (infringement of third party intellectual property rights), 7.8 (loss of or damage to Government Property) and 11.11 (data protection) of these terms and conditions.
14.3 Nothing in the Contract shall operate to exclude or limit the Contractor’s liability for:
14.3.1 death or personal injury caused by the negligence or breach of statutory duty of the Contractor, its employees, agents or sub-contractors; or
14.3.2 fraud, fraudulent misrepresentation or deceit; or
14.3.3 any other liability which cannot be excluded or limited under an applicable law.
14.4 Subject to clause 14.3 the Contractor’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with the Contract or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall not exceed £2,000,000 or twice the contract value, whichever is greater.
14.5 If any third party makes a claim, or notifies an intention to make a claim against the Authority which may reasonably be considered likely to give rise to a liability under one of the indemnities given to the Authority by the Contractor the Authority shall:
14.5.1 as soon as reasonably practicable, give written notice of the claim to the Contractor, specifying the nature of the claim in reasonable detail;
14.5.2...
Contractor’s Indemnities. A. Contractor, at its own expense, shall defend, indemnify and hold harmless the Indemnified Companies (on behalf of themselves and on behalf of their respective shareholders, directors, officers and employees [***]), from and against any losses, damages, and other liabilities, adjudicated (or provided for in settlement of the matter) to be owing to a third party claimant as well as costs and expenses, including court costs and reasonable attorneys’ fees (collectively, “Losses”), for death or personal injury to or damage to the property of such third party, but only if such Losses were caused by, or resulted from, a negligent act or omission or willful misconduct of Contractor and/or its employees, subcontractors, agents, or representatives at any tier, or any of them. [***]. For the avoidance of doubt, the Satellite in any stage of manufacture or operation shall not be considered as property subject to coverage under this Article 20.
1. For purposes of this Article 20.1(A), the term “third parties” shall not be interpreted as including any of the Indemnified Companies ([***]).
B. Contractor, at its own expense, shall defend, indemnify and hold harmless the Indemnified Companies (on behalf of themselves and on behalf of their respective shareholders, directors, officers and employees and [***]), from and against all range support and de-stacking charges to the extent not otherwise covered under an Indemnified Companies’ policy of insurance, [***] (including without limitation charges assessed to de-erect, place and maintain in storage, re-erect and re-process the Launch Vehicle and Satellite and to re-integrate the Satellite), levied against the Indemnified Companies by the Launch Agency for the Satellite due to Launch delays caused by Contractor and/or its Subcontractors, agents or representatives at any tier, or any of them, up to a cumulative maximum of [***] U.S. Dollars ($[***]). [***].
C. Contractor, at its own expense, shall defend, indemnify and hold harmless the Indemnified Companies and their respective shareholders, directors, officers and employees, from and against all Losses in connection with claims arising out of, or relating to, Contractor’s breaches of its obligations in Article 4.4 (Tax).
Contractor’s Indemnities. To the extent permitted by law, the Contractor indemnifies the School and Educational Facility against all expenses, losses, damages, penalties and costs that the School or Educational Facility may sustain or incur as a direct or indirect result of: any breach of this agreement by the Contractor; any act or omission (including negligent acts or omissions) of the Contractor, or an employee or sub-contractor of the Contractor, including of the Key Persons; any claim or demand against the School or Educational Facility in relation to any tax, levy, registration or insurance required by law to be paid by the Contractor; any claim by, or injury to, any current or former employee or subcontractor of the Contractor, including the Key Persons; or any damage to, or caused by, School Property used by the Contractor, or by an employee or sub-contractor of the Contractor, including the Key Persons.
Contractor’s Indemnities. Save to the extent that any of the events or items set out in Clause 62.1.1.1 or clause 62.
Contractor’s Indemnities. Contractor shall indemnify and hold harmless Purchaser, and its subsidiaries and Affiliates, Associate Contractors, and its subcontractors (if any), their respective officers, employees, servants and assignees, or any of them (collectively “Purchaser Indemnitees”), from and against any loss, damage, liability and expense (including reasonable attorneys fees), on account of loss or damage to property and injuries, including death, to all persons, arising from any occurrence caused by any negligent act or omission or willful misconduct of Contractor, the Subcontractors or any of them. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. At Contractor’s expense, Contractor shall defend any suits or other proceedings brought against the Purchaser Indemnitees on account thereof, and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any of them, in connection therewith.
Contractor’s Indemnities. 14.1 Subject to clause 14.3 and the financial limit of clause 14.4 the Contractor indemnifies and shall hold the Authority harmless from all claims and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Authority arising out of or in connection with:
14.1.1 any breach by the Contractor of the warranties contained in clauses 2.1, 11.2 or 11.5 of these terms and conditions;
14.1.2 the Contractor’s negligence or breach of statutory duty;
14.1.3 any misrepresentation (including fraudulent misrepresentation) made by the Contractor;
14.1.4 any claim made against the Authority by a third party arising out of or in connection with the provision of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Contractor, its employees, agents or subcontractors.
14.2 The indemnities given to the Authority in clause 14.1 are additional to those contained in clauses
Contractor’s Indemnities. 14.1 Subject to clause 14.3 and the financial limit of clause 14.4 the Contractor indemnifies and shall hold the Company harmless from all claims and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:
14.1.1 any breach by the Contractor of the warranties contained in clauses 2.1,
Contractor’s Indemnities. (a) The Contractor shall be liable for, and shall indemnify the Client against, any and all Losses whatsoever in respect of personal injury to or death of any person arising out of or in the course of or caused by the carrying out of the Works, except to the extent that the same is due to any act or neglect of the Client or any Client’s Person.
(b) The Contractor shall be liable for, and shall indemnify the Client against, any and all Losses in respect of any loss, injury or damage whatsoever to any property real or personal (including the existing structure of the Property and the contents thereof) in so far as such loss, injury or damage arises out of or in the course of or by reason of the carrying out of the Works and to the extent that the same is due to any negligence, breach of statutory duty, omission or default of the Contractor or any Contractor’s Person.
(c) The reference in clause 5.1(b) to property real or personal does not include the Works and/or Site Materials up and to include the date of Completion or, if earlier, the date of termination of the Contractor’s employment.
Contractor’s Indemnities a. The Contractor will take all responsibility for the Work, and will bear all losses and damages directly or indirectly resulting to the Contractor, any subcontractors engaged in performance of the Work, the City, its officials, officers, employees, agents, volunteers and consultants, and to third parties on account of the performance or character of the Work, unforeseen difficulties, accidents, or occurrences of other causes predicated on active or passive negligence of the Contractor or of any subcontractor engaged in performance of the Work. To the fullest extent permitted by law the Contractor will indemnify, defend and hold harmless the City, its officials, officers, employees, agents, volunteers and consultants from and against any or all loss, liability, expense, claims, costs (including costs of defense), suits, and damages of every kind, nature and description (including, but not limited to, penalties resulting from exposure to hazards in violation of the California Labor Code) directly or indirectly arising from the performance of the Work (“Claims”).
b. The Contractor will indemnify, defend and hold harmless the City, the City’s officials, officers, employees, volunteers, agents and the Engineer and Architect for all liability on account of any patent rights, copyrights, trade names or other intellectual property rights that may apply to the Contractor’s performance of the Work. The Contractor will pay all royalties or other charges as a result of intellectual property rights that may apply to methods, types of construction, processes, materials, or equipment used in the performance of the Work, and will furnish written assurance satisfactory to the City that any such charges have been paid.
c. The Contractor assumes all liability for any accident or accidents resulting to any person or property as a result of inadequate protective devices for the prevention of accidents in connection with the performance of the Work. The Contractor will indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, volunteers and consultants from such liability.
d. Approval of the Contractor’s certificates of insurance and/or endorsements does not relieve the Contractor of liability under this provision. The Contractor will defend, with legal counsel reasonably acceptable to the City, any action or actions filed in connection with any Claims and will pay all related costs and expenses, including attorney's fees incurred. The Cont...
Contractor’s Indemnities. The NN Sub-Contractor will indemnify and save harmless the Contractor against and from any loss or expense incurred by the Contractor due to any failure on the part of the NN Sub-Contractor to observe the terms of this Sub-Contract or the terms of the Main Contract insofar as they apply to this Sub-Contract, including, where applicable, any liquidated damages (or charges made under Clause 7.12 of the Main Contract if applicable) the Contractor is obliged to pay to the Employer as a result of such failure.