Common use of Hold Harmless Provision Clause in Contracts

Hold Harmless Provision. CSEA shall indemnify, defend, and hold harmless the District, the District's Board of Trustees, including each individual School Board member, and employees acting within the scope of their employment, agents and representatives of the District, against any and all claims, demands, suits, or other forms of liability brought by other than CSEA, including, but not limited to, wages, damages, judgments, fees, fines, court costs, attorney fees, and any back pay, penalties, or awards resulting from any court, arbitrator, or PERB order, judgment, or settlement which may arise by reason of, or resulting from the operation of this Agreement. CSEA shall bear all legal costs of defending against any and all such claims, demands, suits, or other forms of liability, including, but not limited to, court costs, attorney fees, and all other legal costs of litigation. Upon commencement of such legal action, CSEA shall have the exclusive right to decide and determine whether any claim, liability, suit, or judgment made or brought against the District or CSEA because of such action, shall or shall not be compromised, resisted, defended, tried, or appealed. CSEA's decision thereon shall be final and binding upon all parties protected by this Article. This Article shall not be construed as a waiver on the part of the District, Board of Trustees, or any individual protected by this Article of any claim against CSEA for failing to act in good faith in settling a claim or any failure to competently defend and hold them harmless. Within ten (10) calendar days of proper service of a claim, demand, suit, or other legal action against any protected party, the District shall inform CSEA and provide CSEA with copies of any documents received as a result of the legal action. Upon request, the District shall provide CSEA's legal counsel with documents and information reasonably related to providing a defense.