Common use of HOLD HARMLESS/INDEMNIFICATION Clause in Contracts

HOLD HARMLESS/INDEMNIFICATION. Definition: For purposes of indemnification requirements, the term "Loss" shall mean any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work required hereunder. For purposes of this Agreement, Contractor hereby agrees to indemnify, defend and hold harmless the City, its agents and/or employees from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the Contractor, its affiliates, subsidiaries, employees, agents and subcontractors/assignees and their respective servants, agents and employees. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Contractor 's obligation hereunder shall not include amounts attributable to the fault or negligence of the City. In the case of any claims against the City, its employees or agents indemnified under this Agreement, by an employee of the Contractor, its affiliates, subsidiaries, or assignees, the indemnification obligation contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the Contractor, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts.

HOLD HARMLESS/INDEMNIFICATION. Definition: For purposes of indemnification requirements, the term "Loss" shall mean any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work required hereunder. For purposes of this Agreement, Contractor Consultant hereby agrees to indemnify, defend and hold harmless the City, its agents and/or employees from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the ContractorConsultant, its affiliates, subsidiaries, employees, agents and subcontractorssubconsultants/assignees and their respective servants, agents and employees. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Contractor Consultant's obligation hereunder shall not include amounts attributable to the fault or negligence of the CityCity or any third party for whom the Consultant is not responsible. In the case of any claims against the City, its employees or agents indemnified under this Agreement, by an employee of the ContractorConsultant, its affiliates, subsidiaries, or assignees, the indemnification obligation of Consultant contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the ContractorConsultant, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts.

HOLD HARMLESS/INDEMNIFICATION. Definition: For purposes of indemnification requirements, the term "Loss" shall mean any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work required hereunder. For purposes of this Agreement, Contractor hereby agrees to indemnify, defend and hold harmless the City, its agents and/or employees from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the Contractor, its affiliates, subsidiaries, employees, agents and subcontractors/assignees and their respective servants, agents and employees. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Contractor 's obligation hereunder shall not include amounts attributable to the fault or negligence of the CityCity or any other third party. In the case of any claims against the City, its employees or agents indemnified under this Agreement, by an employee of the Contractor, its affiliates, subsidiaries, or assignees, the indemnification obligation contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the Contractor, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts.

HOLD HARMLESS/INDEMNIFICATION. Definition: For purposes of indemnification requirements, the term "Loss" shall mean any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand demand, claim or claim for injuryinjury whatsoever in nature, including but not limited to death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work required hereunder. “Loss” also includes any obligation to indemnify, defend and hold harmless Google arising out of Google Workspace Terms of Service (Exhibit C). For purposes of this Agreement, Contractor the Vendor hereby agrees to indemnify, defend and hold harmless the City, its agents and/or employees from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the ContractorVendor, its affiliates, subsidiaries, employees, agents and subcontractors/assignees and their respective servants, agents and employees. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Contractor Vendor's obligation hereunder shall not include amounts attributable to the fault or negligence of the CityCity or any third party for whom the Vendor is not responsible. In the case of any claims against the City, its employees or agents indemnified under this Agreement, by an employee of the ContractorVendor, its affiliates, subsidiaries, or assignees, the indemnification obligation contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the ContractorVendor, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts. In the event of any proceeding (suit, claim, or action) against City arising from allegations that the hardware, furnished by Vendor (hereinafter “Product”) infringes on a U.S. patent, copyright, trade secret, intellectual property, or other proprietary right of any third-party, Vendor will, if such a proceeding does not result from modifications to the Product made by City use of any Product in combination with other products not furnished by Vendor, defend City’s right, title, or interest in the Product, at Vendor’s expense, provided City promptly notifies Vendor in writing of the allegation. Vendor shall make such defense by counsel of its own choosing, and City shall cooperate with said counsel. In the event any Product furnished hereunder is, in Vendor’s opinion, likely to or does become the subject of a claim of infringement of any duly issued patent or copyright or of any trade secrets or other intellectual property rights or other proprietary right of a third-party, Vendor may at its option and expense, procure for City the right to continue using the Product, or modify the Product to make it non-infringing but functionally the same, or replace the Product with a non-infringing equivalent.

HOLD HARMLESS/INDEMNIFICATION. Definition: For purposes of indemnification requirements, the term "Loss" shall mean any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work required hereunder. For purposes of this Agreement, Contractor Consultant hereby agrees to indemnify, defend indemnify and hold harmless the City, its agents and/or employees from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the ContractorConsultant, its affiliates, subsidiaries, employees, agents and subcontractorssubconsultants/assignees and their respective servants, agents and employees. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Contractor Consultant's obligation hereunder shall not include amounts attributable to the fault or negligence of the CityCity or any third party for whom Consultant is not responsible. In the case of any claims against the City, its employees or agents indemnified under this Agreement, by an employee of the ContractorConsultant, its affiliates, subsidiaries, or assignees, the indemnification obligation of Consultant contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the ContractorConsultant, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts.

HOLD HARMLESS/INDEMNIFICATION. Definition: For purposes of indemnification requirements, the term "Loss" shall mean any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work Services required hereunder. For purposes of this Agreement, Contractor hereby agrees to indemnify, defend and hold harmless the City, its agents and/or employees from any and all third party Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault willful misconduct of the Contractor, its affiliates, subsidiaries, employees, agents and subcontractors/assignees and their respective servants, agents and employeesemployees in the performance or non-performance of obligations under this Agreement. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Contractor 's obligation hereunder shall not include amounts attributable to the fault or negligence of the City. In the case of any claims against the City, its employees or agents indemnified under this Agreement, by an employee of the Contractor, its affiliates, subsidiaries, or assignees, the indemnification obligation contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the Contractor, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts. DocuSign Envelope ID: 5073121C FF42 4228 BC31 68712EE37303 obligation under this Agreement, including, without limitation, this Hold Harmless/ Indemnification provision for the acts, errors, misconduct, mistakes, omissions, work or services of such network providers arising out of or resulting from performance in connection with this Agreement.

HOLD HARMLESS/INDEMNIFICATION. Definition: For purposes of indemnification requirements, the term "Loss" shall mean any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work required hereunder. For purposes of this Agreement, Contractor Consultant hereby agrees to indemnify, defend and hold harmless the City, its agents and/or employees from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the ContractorConsultant, its affiliates, subsidiaries, employees, agents and subcontractors/assignees and their respective servants, agents and employees. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Contractor Consultant 's obligation hereunder shall not include amounts attributable to the fault or negligence of the City. In the case of any claims against the City, its employees or agents indemnified under this Agreement, by an employee of the ContractorConsultant, its affiliates, subsidiaries, or assignees, the indemnification obligation contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the ContractorConsultant, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts.

HOLD HARMLESS/INDEMNIFICATION. Definition: For purposes of indemnification requirements, the term "Loss" shall mean any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work required hereunder. For purposes of this Agreement, Contractor Consultant hereby agrees to indemnify, defend and hold harmless the City, its elected officials, agents and/or employees from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the ContractorConsultant, its affiliates, subsidiaries, employees, agents and subcontractorssubconsultants/assignees and their respective servants, agents and employees. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Contractor Consultant's obligation hereunder shall not include amounts attributable to the fault or negligence of the CityCity or any third party for whom the Consultant is not responsible. In the case of any claims against the City, its elected officials, employees or agents indemnified under this Agreement, by an employee of the ContractorConsultant, its affiliates, subsidiaries, or assignees, the indemnification obligation of Consultant contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the ContractorConsultant, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts.