Common use of HOLD HARMLESS/INDEMNIFICATION Clause in Contracts

HOLD HARMLESS/INDEMNIFICATION. Contractor shall indemnify, defend, save, protect and hold harmless County, its elected and appointed officials, officers, employees, agents and volunteers (collectively, “County”) from any and all demands, losses, claims, costs, suits, liabilities and expenses for any damage, injury or death (collectively, “Liability”) arising directly or indirectly from or connected with the services provided hereunder which is caused, or claimed or alleged to be caused, in whole or in part, by the negligence or willful misconduct of Contractor, its officers, employees, agents, contractors, consultants, or any person under its direction or control and shall make good to and reimburse County for any expenditures, including reasonable attorney’s fees, the County may make by reason of such matters and, if requested by County, shall defend any such suits at the sole cost and expense of Contractor. Contractor’s obligations under this section shall exist regardless of concurrent negligence or willful misconduct on the part of the County or any other person; provided, however, that Contractor shall not be required to indemnify County for the proportion of Liability a court determines is attributable to the negligence or willful misconduct of the County. If such indemnification becomes necessary, the County Counsel for the County shall have the absolute right and discretion to approve or disapprove of any and all counsel employed to defend the County. This indemnification clause shall survive the termination or expiration of this Agreement.

HOLD HARMLESS/INDEMNIFICATION. Contractor shall indemnify, defend, save, protect and hold harmless CountyDistrict, its elected and appointed officials, officers, employees, agents and volunteers (collectively, “CountyDistrict”) from any and all demands, losses, claims, costs, suits, liabilities and expenses for any damage, injury or death (collectively, “Liability”) arising directly or indirectly from or connected with the services provided hereunder which is caused, or claimed or alleged to be caused, in whole or in part, by the negligence or willful misconduct of Contractor, its officers, employees, agents, contractors, consultants, or any person under its direction or control and shall make good to and reimburse County District for any expenditures, including reasonable attorney’s fees, the County District may make by reason of such matters and, if requested by CountyDistrict, shall defend any such suits at the sole cost and expense of Contractor. Contractor’s obligations under this section shall exist regardless of concurrent negligence or willful misconduct on the part of the County District or any other person; provided, however, that Contractor shall not be required to indemnify County District for the proportion of Liability a court determines is attributable to the negligence or willful misconduct of the CountyDistrict. If such indemnification becomes necessary, the County District’s Counsel for the County shall have the absolute right and discretion to approve or disapprove of any and all counsel employed to defend the CountyDistrict. This indemnification clause shall survive the termination or expiration of this Agreement.

HOLD HARMLESS/INDEMNIFICATION. Contractor shall indemnify, defend, save, protect and hold harmless County, its elected and appointed officials, officers, employees, agents and volunteers (collectively, “County”) from any and all demands, losses, claims, costs, suits, liabilities and expenses for any damage, injury or death (collectively, “Liability”) arising directly or indirectly from or connected with the services provided hereunder which is caused, or claimed or alleged to be caused, in whole or in part, by the negligence or willful misconduct of Contractor, its officers, employees, agents, contractors, consultants, or any person under its direction or control and shall make good to and reimburse County for any expenditures, including reasonable attorney’s fees, the County may make by reason of such matters and, if requested by County, shall defend any such suits at the sole cost and expense of Contractor. Contractor’s obligations under this section shall exist regardless of concurrent negligence or willful misconduct on the part of the County or any other person; provided, however, that Contractor shall not be required to indemnify County for the proportion of Liability a court determines is attributable to the negligence or willful misconduct of the County. If such indemnification becomes necessary, the County Counsel for the County shall have the absolute right and discretion to approve or disapprove of any and all counsel employed to defend the County. This indemnification clause shall survive the termination or expiration of this Agreement.. SAMPLE

HOLD HARMLESS/INDEMNIFICATION. Contractor shall indemnify, defend, save, protect and hold harmless County, its elected and appointed officials, officers, employees, agents and volunteers (collectively, “County”) from any and all demands, losses, claims, costs, suits, liabilities and expenses for any damage, injury or death (collectively, “Liability”) arising directly or indirectly from or connected with the services provided hereunder which is caused, or claimed or alleged to be caused, in whole or in part, by the negligence or willful misconduct of Contractor, its officers, employees, agents, contractors, consultants, or any person under its direction or control (collectively, “Contractor Parties”) and shall make good to and reimburse County for any expenditures, including reasonable attorney’s fees, the County may make by reason of such matters and, if requested by County, shall defend any such suits at the sole cost and expense of Contractor. Contractor’s obligations under this section shall exist regardless of concurrent negligence or willful misconduct on the part of the County or any other personCounty; provided, however, that Contractor shall not be required to indemnify County for the proportion of Liability a court determines is attributable to the negligence or willful misconduct of the County. If such indemnification becomes necessary, the County Counsel for the County shall have the absolute right and discretion to approve or disapprove of any and all counsel employed to defend the County. To the maximum extent permitted by applicable law and despite anything to the contrary in the Agreement, neither County nor Contractor shall have any liability to the other for any indirect, consequential, special or incidental damages, damages for loss of profits or revenues relating to or arising from the services or under this Agreement. Despite anything to the contrary herein, County’s and Contractor’s maximum liability to the other shall not exceed the amount paid for services by County to Contractor during the two year period immediately prior to the date of the incident giving rise to the claim, except if the liability is caused by a party’s willful misconduct. This liability cap shall not apply to the defense of the County as set forth above. This indemnification clause and limitations of liability clauses shall survive the termination or expiration of this Agreement.