Common use of Indemnification and Defense Clause in Contracts

Indemnification and Defense. 27 1. The ENGINEER agrees to and shall indemnify and hold harmless the County of Riverside, its Agencies, 28 Districts, Departments and Special Districts, their respective directors, officers, Board of Supervisors, 29 elected and appointed officials, employees, agents and representatives (hereinafter individually and 1 collectively referred to as "Indemnitees") from all liability, including, but not limited to loss, suits, claims, 2 demands, actions, or proceedings caused by any alleged or actual negligence, recklessness, willful 3 misconduct, errors or omissions of ENGINEER, its directors, officers, partners, employees, agents or 4 representatives or any person or organization for whom ENGINEER is responsible, arising out of or from 5 the performance of services under this Agreement. To the extent a loss, suit, claim, demand, action, or 6 proceeding is based on actual or alleged acts or omissions of ENGINEER which are not design 7 professional services, ENGINEER shall indemnify Indemnitees whether or not ENGINEER is negligent. 8 2. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 9 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the duty 10 to indemnify for the specific act found to be negligence, and will not preclude a duty to indemnify for any 11 act or omission of ENGINEER. 12 3. ENGINEER shall defend and pay, at its sole expense, all costs and fees, including but not limited to 13 attorney fees, cost of investigation, and defense, in any loss, suits, claims, demands, actions, or 14 proceedings based or alleged to be based on any act or omission of ENGINEER arising out of or from the 15 performance of services under this contract. The duty to defend applies to any alleged or actual 16 negligence, recklessness, willful misconduct, error or omission of ENGINEER. The duty to defend shall 17 apply whether or not ENGINEER is a party to the lawsuit, and shall apply whether or not ENGINEER is 18 directly liable to the plaintiffs in the lawsuit. The duty to defend applies even if Indemnitees are alleged or 19 found to be actively negligent, unless the act or omission at issue was caused by the sole active 20 negligence of Indemnitees. 21 4. The specified insurance provisions and limits required in this contract shall in no way limit or circumscribe 22 ENGINEER'S obligations to indemnify and hold harmless Indemnitees from third party claims. 23 5. In the event there is conflict between the indemnity and defense provisions and California Civil Code 24 Sections 2782 and 2782.8, the indemnity and defense provisions shall be interpreted to comply with Civil

Indemnification and Defense. 27 24 1. The ENGINEER agrees to and shall indemnify and hold harmless the County of Riverside, its Agencies, 28 25 Districts, Departments and Special Districts, their respective directors, officers, Board of Supervisors, 29 26 elected and appointed officials, employees, agents and representatives (hereinafter individually and 1 27 collectively referred to as "Indemnitees") from all liability, including, but not limited to loss, suits, claims, 2 28 demands, actions, or proceedings caused by any alleged or actual negligence, recklessness, 1 willful 3 misconduct, errors or omissions of ENGINEER, its directors, officers, partners, employees, agents 2 or 4 representatives or any person or organization for whom ENGINEER is responsible, arising out of or from 5 3 the performance of services under this Agreement. To the extent a loss, suit, claim, demand, action, or 6 4 proceeding is based on actual or alleged acts or omissions of ENGINEER which are not design 7 professional 5 services, ENGINEER shall indemnify Indemnitees whether or not ENGINEER is negligent. 6 2. ENGINEER further agrees to and shall indemnify and hold harmless the County of Riverside, its Agencies, 7 Districts, Departments and Special Districts, their respective directors, officers, Board of Supervisors, 8 2elected and appointed officials, employees, agents and representatives (hereinafter individually and 9 collectively referred to as "Indemnitees") from all liability arising from suits, claims, demands, actions, or 10 proceedings made by agents, employees or subcontractors of ENGINEER for salary, wages, 11 compensation, health benefits, insurance, retirement or any other benefit not explicitly set forth in this 12 contract and arising out of work performed for COUNTY pursuant to this contract or any Work Assignment. 13 3. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 9 14 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the duty 10 15 to indemnify for the specific act found to be negligence, and will not preclude a duty to indemnify for any 11 16 act or omission of ENGINEER. 12 317 4. ENGINEER shall defend and pay, at its sole expense, all costs and fees, including but not limited to 13 attorney 18 fees, cost of investigation, and defense, in any loss, suits, claims, demands, actions, or 14 proceedings based 19 or alleged to be based on any act or omission of ENGINEER arising out of or from the 15 performance of 20 services under this contract. The duty to defend applies to any alleged or actual 16 negligence, recklessness, 21 willful misconduct, error or omission of ENGINEER. The duty to defend shall 17 apply whether or not 22 ENGINEER is a party to the lawsuit, and shall apply whether or not ENGINEER is 18 directly liable to the 23 plaintiffs in the lawsuit. The duty to defend applies even if Indemnitees are alleged or 19 found to be actively 24 negligent, unless the act or omission at issue was caused by the sole active 20 negligence of Indemnitees. 21 425 5. The specified insurance provisions and limits required in this contract shall in no way limit or circumscribe 22 26 ENGINEER'S obligations to indemnify and hold harmless Indemnitees from third party claims. 23 527 6. In the event there is conflict between the indemnity and defense provisions and California Civil Code 24 28 Sections 2782 and 2782.8, the indemnity and defense provisions shall be interpreted to comply with Civilcomply

Indemnification and Defense. 27 1. The ENGINEER agrees to and shall indemnify and hold harmless the County of Riverside, its Agencies, 28 Districts, Departments and Special Districts, their respective directors, officers, Board of Supervisors, 29 elected and appointed officials, employees, agents and representatives (hereinafter individually and 1 collectively referred to as "Indemnitees") from all liability, including, but not limited to loss, suits, claims, 2 demands, actions, or proceedings caused by any alleged or actual negligence, recklessness, willful 3 misconduct, errors or omissions of ENGINEER, its directors, officers, partners, employees, agents or 4 representatives or any person or organization for whom ENGINEER is responsible, arising out of or from 5 the performance of services under this Agreement. To the extent a loss, suit, claim, demand, action, or 6 proceeding is based on actual or alleged acts or omissions of ENGINEER which are not design 7 professional services, ENGINEER shall indemnify Indemnitees whether or not ENGINEER is negligent. 8 2. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 9 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the duty 10 to indemnify for the specific act found to be negligence, and will not preclude a duty to indemnify for any 11 act or omission of ENGINEER. 12 3. ENGINEER shall defend and pay, at its sole expense, all costs and fees, including but not limited to 13 attorney fees, cost of investigation, and defense, in any loss, suits, claims, demands, actions, or 14 proceedings based or alleged to be based on any act or omission of ENGINEER arising out of or from the 15 performance of services under this contract. The duty to defend applies to any alleged or actual 16 negligence, recklessness, willful misconduct, error or omission of ENGINEER. The duty to defend shall 17 apply whether or not ENGINEER is a party to the lawsuit, and shall apply whether or not ENGINEER is 18 directly liable to the plaintiffs in the lawsuit. The duty to defend applies even if Indemnitees are alleged or 19 found to be actively negligent, unless the act or omission at issue was caused by the sole active 20 negligence of Indemnitees. 21 4. The specified insurance provisions and limits required in this contract shall in no way limit or circumscribe 22 ENGINEER'S obligations to indemnify and hold harmless Indemnitees from third party claims. 23 5. In the event there is conflict between the indemnity and defense provisions and California Civil Code 24 Sections 2782 and 2782.8, the indemnity and defense provisions shall be interpreted to comply with CivilCivil Code sections 2782 and 2782.8.

Indemnification and Defense. 27 17 1. The ENGINEER agrees to and shall indemnify and hold harmless the County of Riverside, its Agencies, 28 18 Districts, Departments and Special Districts, their respective directors, officers, Board of Supervisors, 29 19 elected and appointed officials, employees, agents and representatives (hereinafter individually and 1 20 collectively referred to as "Indemnitees") from all liability, including, but not limited to loss, suits, claims, 2 21 demands, actions, or proceedings caused by any alleged or actual negligence, recklessness, willful 3 22 misconduct, errors or omissions of ENGINEER, its directors, officers, partners, employees, agents or 4 23 representatives or any person or organization for whom ENGINEER is responsible, arising out of or from 5 24 the performance of services under this Agreement. To the extent a loss, suit, claim, demand, action, or 6 25 proceeding is based on actual or alleged acts or omissions of ENGINEER which are not design 7 26 professional services, ENGINEER shall indemnify Indemnitees whether or not ENGINEER is negligent. 8 27 2. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 9 28 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the duty 10 29 to indemnify for the specific act found to be negligence, and will not preclude a duty to indemnify for any 11 1 act or omission of ENGINEER. 12 2 3. ENGINEER shall defend and pay, at its sole expense, all costs and fees, including but not limited to 13 3 attorney fees, cost of investigation, and defense, in any loss, suits, claims, demands, actions, or 14 4 proceedings based or alleged to be based on any act or omission of ENGINEER arising out of or from the 15 5 performance of services under this contract. The duty to defend applies to any alleged or actual 16 6 negligence, recklessness, willful misconduct, error or omission of ENGINEER. The duty to defend shall 17 7 apply whether or not ENGINEER is a party to the lawsuit, and shall apply whether or not ENGINEER is 18 8 directly liable to the plaintiffs in the lawsuit. The duty to defend applies even if Indemnitees are alleged or 19 9 found to be actively negligent, unless the act or omission at issue was caused by the sole active 20 10 negligence of Indemnitees. 21 11 4. The specified insurance provisions and limits required in this contract shall in no way limit or circumscribe 22 12 ENGINEER'S obligations to indemnify and hold harmless Indemnitees from third party claims. 23 13 5. In the event there is conflict between the indemnity and defense provisions and California Civil Code 24 14 Sections 2782 and 2782.8, the indemnity and defense provisions shall be interpreted to comply with Civil

Indemnification and Defense. 27 14 1. The ENGINEER agrees to and shall indemnify and hold harmless the County of Riverside, its Agencies, 28 15 Districts, Departments and Special Districts, their respective directors, officers, Board of Supervisors, 29 16 elected and appointed officials, employees, agents and representatives (hereinafter individually and 1 17 collectively referred to as "Indemnitees") from all liability, including, but not limited to loss, suits, claims, 2 18 demands, actions, or proceedings caused by any alleged or actual negligence, recklessness, willful 3 19 misconduct, errors or omissions of ENGINEER, its directors, officers, partners, employees, agents or 4 20 representatives or any person or organization for whom ENGINEER is responsible, arising out of or from 5 21 the performance of services under this Agreement. To the extent a loss, suit, claim, demand, action, or 6 22 proceeding is based on actual or alleged acts or omissions of ENGINEER which are not design 7 23 professional services, ENGINEER shall indemnify Indemnitees whether or not ENGINEER is negligent. 8 24 2. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 9 25 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the duty 10 26 to indemnify for the specific act found to be negligence, and will not preclude a duty to indemnify for any 11 27 act or omission of ENGINEER. 12 28 3. ENGINEER shall defend and pay, at its sole expense, all costs and fees, including but not limited to 13 29 attorney fees, cost of investigation, and defense, in any loss, suits, claims, demands, actions, or 14 1 proceedings based or alleged to be based on any act or omission of ENGINEER arising out of or from the 15 2 performance of services under this contract. The duty to defend applies to any alleged or actual 16 3 negligence, recklessness, willful misconduct, error or omission of ENGINEER. The duty to defend shall 17 4 apply whether or not ENGINEER is a party to the lawsuit, and shall apply whether or not ENGINEER is 18 5 directly liable to the plaintiffs in the lawsuit. The duty to defend applies even if Indemnitees are alleged or 19 6 found to be actively negligent, unless the act or omission at issue was caused by the sole active 20 7 negligence of Indemnitees. 21 8 4. The specified insurance provisions and limits required in this contract shall in no way limit or circumscribe 22 9 ENGINEER'S obligations to indemnify and hold harmless Indemnitees from third party claims. 23 10 5. In the event there is conflict between the indemnity and defense provisions and California Civil Code 24 11 Sections 2782 and 2782.8, the indemnity and defense provisions shall be interpreted to comply with Civil

Indemnification and Defense. 27 21 1. The ENGINEER agrees to and shall indemnify and hold harmless the County of Riverside, its Agencies, 28 22 Districts, Departments and Special Districts, their respective directors, officers, Board of Supervisors, 29 23 elected and appointed officials, employees, agents and representatives (hereinafter individually and 1 24 collectively referred to as "Indemnitees") from all liability, including, but not limited to loss, suits, claims, 2 25 demands, actions, or proceedings caused by any alleged or actual negligence, recklessness, willful 3 26 misconduct, errors or omissions of ENGINEER, its directors, officers, partners, employees, agents or 4 27 representatives or any person or organization for whom ENGINEER is responsible, arising out of or from 5 28 the performance of services under this Agreement. To the extent a loss, suit, claim, demand, action, or 6 29 proceeding is based on actual or alleged acts or omissions of ENGINEER which are not design 7 1 professional services, ENGINEER shall indemnify Indemnitees whether or not ENGINEER is negligent. 8 2 2. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 9 3 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the duty 10 4 to indemnify for the specific act found to be negligence, and will not preclude a duty to indemnify for any 11 5 act or omission of ENGINEER. 12 6 3. ENGINEER shall defend and pay, at its sole expense, all costs and fees, including but not limited to 13 7 attorney fees, cost of investigation, and defense, in any loss, suits, claims, demands, actions, or 14 8 proceedings based or alleged to be based on any act or omission of ENGINEER arising out of or from the 15 9 performance of services under this contract. The duty to defend applies to any alleged or actual 16 10 negligence, recklessness, willful misconduct, error or omission of ENGINEER. The duty to defend shall 17 11 apply whether or not ENGINEER is a party to the lawsuit, and shall apply whether or not ENGINEER is 18 12 directly liable to the plaintiffs in the lawsuit. The duty to defend applies even if Indemnitees are alleged or 19 13 found to be actively negligent, unless the act or omission at issue was caused by the sole active 20 14 negligence of Indemnitees. 21 15 4. The specified insurance provisions and limits required in this contract shall in no way limit or circumscribe 22 16 ENGINEER'S obligations to indemnify and hold harmless Indemnitees from third party claims. 23 17 5. In the event there is conflict between the indemnity and defense provisions and California Civil Code 24 18 Sections 2782 and 2782.8, the indemnity and defense provisions shall be interpreted to comply with Civil