Common use of Defense and Indemnification Clause in Contracts

Defense and Indemnification. 14.1. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.2. The Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.3. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be considered City’s exclusive remedy. 14.4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.5. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.110.1. The Contractor hereby Producer agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor Producer or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.210.2. The ContractorProducer’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The ContractorProducer’s duty to defend and indemnify City defend 10.3. Producer shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.3. Contractor will defend any and all Claims which may be brought or threatened against City and will shall pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall will be in addition to any other legal remedies available to City and shall will not be considered the City’s exclusive remedy. 14.410.4. Insurance coverage requirements specified in this Agreement shall in no way lessen lessens or limit limits the liability of the Contractor Producer under the terms of this indemnification obligation. The Contractor shall Producer is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.510.5. This Producer assumes all responsibility as the producer, originator, author, or distributor of any of Producer’s programming carried on the City’s designated Public Access Channels or any platform on which the programming is carried by the City. Producer further agrees, as condition of the cablecast or streaming, to abide by City programming policies, as amended, and to indemnify and hold harmless the City or their respective directors, officers, employees and agents from all loss, liability and damage, including attorney costs, arising out of or caused by the cablecast or streaming of Producer’s program, including, but not limited to, libel, slander, indecency, obscenity, invasion of privacy or public rights, unauthorized use of copyright material or non-compliance with, or in violation of, any applicable local, state, or federal laws, rules, or regulations. 10.6. Without limiting the generality of the foregoing, Producer further agrees to indemnify, hold harmless, and defend the City from any claims, liability, loss or damage of any nature whatsoever, including reasonable attorney costs, arising out of or in connection with any material carried on, transmitted or disseminated by Producer on the Public Access Channels or media platforms in violation of or infringement upon the rights, trade names, or the right of privacy of any other owner, licensor, copyright holder, writer, composer, person, corporation, partnership or legal entity. 10.7. Producer individually and, if applicable, on behalf of all Producers of the organization of which Producer is a representative, hereby releases the City from any action, claim, and demand whatsoever which Producer or its organization ever had, has, and may have against the City, in connection with the programming or delivery of material carried on the Public Access Channels and media platforms including, any mistakes, omissions, interruptions in the cablecast or streaming of Producer’s material, changes in scheduling Producer’s material or failure to cablecast and/or stream such material, or unauthorized use of Producer’s programming by third parties. 10.8. Producer releases the City, its directors and officers, agents, employees, and representatives and their respective successors and assigns from all liability if the program or material submitted is damaged, lost, altered or stolen, including, without limitation, unauthorized access and use by third parties of Producer’s programs available in electronic format on the City’s website or managed websites for streaming, while in the City’s custody. 10.9. Producer shall indemnify, defend, and hold the City harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from any third-party claim that the Video Content, when used by the City in accordance with this Agreement, infringes, misappropriates or violates any United States patent issued as of the date hereof, copyright, trademark, trade secret or other intellectual or proprietary right of any third party. If an injunction or order is obtained against the City’s use of the Video Content by reason of a claim of the type described above, or if in Producer’s opinion, the Video Content is likely to become the subject of such a claim, Producer shall take all necessary action to correct any such infringement or misappropriation to give the City the right to continue using the Video Content. 10.10. Notwithstanding the foregoing, under no circumstances, including negligence, shall the City be liable for any direct, indirect, incidental, special, punitive or consequential damages that may result from the use or inability to use the Public Access Channels, streaming services, the City’s facilities, and/or the City website or managed websites, including without limitation use of or reliance on information 10.11. The defense and indemnification obligation obligations shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.111.1. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.211.2. The Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.311.3. The Contractor will shall defend any and all Claims which may be brought or threatened against City and will shall pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall will be in addition to any other legal remedies available to City and shall will not be considered the City’s exclusive remedy. 14.411.4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.511.5. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.1. The 24.1 Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees (“Indemnified Parties”) for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its subcontractors Subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.2. The 24.2 Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx claimant has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.3. 24.3 Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be considered City’s exclusive remedy. 14.4. 24.4 Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.5. 24.5 Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable, Service, software, or work product provided by Contractor under this Agreement (collectively, “IP Deliverables”), or the use thereof, infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. 24.6 This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.115.1. The Contractor hereby Subrecipient agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor Subrecipient or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.215.2. The ContractorSubrecipient’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The ContractorSubrecipient’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.315.3. Contractor will The Subrecipient shall defend any and all Claims which may be brought or threatened against City and will shall pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall will be in addition to any other legal remedies available to City and shall will not be considered the City’s exclusive remedy. 14.415.4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor Subrecipient under the terms of this indemnification obligation. The Contractor shall Subrecipient is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.515.5. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.117.1. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.217.2. The Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.317.3. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be considered City’s exclusive remedy. 14.417.4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.517.5. Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable, Service, software, or work product provided by Contractor under this Agreement (collectively, “IP Deliverables”), or the use thereof, infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. 17.6. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.1. The Contractor hereby a. Consultant agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor Consultant or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.2. The Contractorb. Consultant’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx Claimant has filed suit on the Claim. The Contractor’s duty to defend and indemnify City suit c. Consultant shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.3. Contractor will defend any and all Claims which may be brought or threatened against City and will shall pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall will be in addition to any other legal remedies available to City and shall will not be considered the City’s exclusive remedy. 14.4. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor Consultant under the terms of this indemnification obligation. The Contractor shall Consultant is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.5. e. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.1. The a. Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City.to 14.2. The b. Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx Claimant has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.3. c. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be considered City’s exclusive remedy. 14.4. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.5. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.115.1. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.215.2. The Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.315.3. The Contractor will shall defend any and all Claims which may be brought or threatened against City and will shall pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall will be in addition to any other legal remedies available to City and shall will not be considered the City’s exclusive remedy. 14.415.4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.515.5. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 14.110.1. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 14.210.2. The Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx Claimant has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 14.310.3. The Contractor will shall defend any and all Claims which may be brought or threatened against City and will shall pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall will be in addition to any other legal remedies available to City and shall will not be considered the City’s exclusive remedy. 14.410.4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. 14.510.5. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.