Common use of Incident Liability Clause in Contracts

Incident Liability. Disclosure of Confidential Information by Provider or any of its agents, employees, Subcontractors, or permitted assigns for any reason may be cause for legal action by third parties (including Licensee(s)) against Provider, the State, or their respective agents. Provider shall indemnify, defend, and hold harmless the State, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by Provider, or its employees, agents, Subcontractors, or assignees pursuant to this §5. Notwithstanding any other provision of this Agreement, Provider shall be liable to the State for all direct, consequential and incidental damages arising from an Incident caused by Provider or its agents, employees, Subcontractors, or permitted assigns. The State will notify Provider in writing if indemnification is sought; however, failure to do so will not relieve Provider, except to the extent that Provider is materially prejudiced. Provider must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, at its own expense, if the State deems necessary. Provider will not, without the State’s prior written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. Any litigation activity on behalf of the State or any of its subdivisions must be coordinated with the Michigan Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

Incident Liability. Disclosure of Confidential Information by Provider or any of its agents, employees, Subcontractors, or permitted assigns for any reason may be cause for legal action by third parties (including Licensee(s)) against Provider, the StateCommission, or their respective agents. Provider shall indemnify, defend, and hold harmless the StateCommission, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by Provider, or its employees, agents, Subcontractors, or assignees pursuant to this §5Agreement. Notwithstanding any other provision of this Agreement, Provider shall be liable to the State Commission for all direct, consequential and incidental damages arising from an Incident caused by Provider or its agents, employees, Subcontractors, or permitted assigns. The State Commission will notify Provider in writing if indemnification is sought; however, failure to do so will not relieve Provider, except to the extent that Provider is materially prejudiced. Provider must, to the satisfaction of the StateCommission, demonstrate its financial ability to carry out these obligations. The State Commission is entitled to: : (i) regular updates on proceeding status; ; (ii) participate in the defense of the proceeding; ; (iii) employ its own counsel; and to to (iv) retain control of the defense, at its own expense, if the State deems necessary. Provider will not, without the State’s prior written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. Any litigation activity on behalf of the State or any of its subdivisions Commission must be coordinated with the Michigan Department Massachusetts Office of the Attorney GeneralGeneral (OAG). An attorney designated to represent the State Commission may not do so until approved assigned by the Michigan Attorney General and OAG or appointed as a Special Assistant Attorney General.