Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. 27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment. 4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense. 8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR. 16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time. 25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage. 28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 3 contracts
Samples: Agreement for Provision of Maintenance and Support Services, Maintenance and Support Services Agreement, Maintenance and Support Services Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to a. During the Term and thereafter, Licensee shall be solely responsible for, defend, indemnify and hold COUNTYharmless NFLP, the NFL, its elected Member Clubs, the QB Club, its Members and appointed officialseach of their respective affiliates, 7 shareholders, officers, directors, employees, agents and those special districts employees for, from and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from against any 9 claims, liabilitiesdemands, obligationscauses of action, damages, costs and expenses, including reasonable attorneys' fees, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY settlements arising out of or resulting from 11 CONTRACTOR’s performance in connection with: (i) Licensee's breach or alleged breach of any of its representations, warranties, covenants or obligations contained in this License; (ii) Licensee's use of the Licensed Marks except as provided in subparagraph (c) below; (iii) Licensee's noncompliance with any applicable federal, state, or local laws or regulations; or (iv) the manufacture, publication, distribution, sale, advertising or use of any Licensed Product. Licensee acknowledges that NFLP's approval of any Licensed Product pursuant to Paragraph 4 of this License or Promotional Materials or promotional concepts pursuant to Paragraph 5 of this License shall not relieve Licensee of its indemnification obligations under this AgreementParagraph.
b. Licensee shall obtain and maintain at its own expense from a licensed and admitted insurance carrier with a rating not less than A from Best, where a publisher's liability insurance policy and an advertising liability insurance policy that will each provide coverage of three million dollars ($3,000,000) for each occurrence. Licensee shall ensure that such claims are caused policies: (i) will list the NFL, its Member Clubs, NFLP, the QB Club, the QBC Members, and each of their respective affiliates, shareholders, officers, directors, agents, and employees as additional insureds; and (ii) will each provide that they can not be canceled without at least thirty (30) days written notice to NFLP. Simultaneously with the execution of this License, Licensee shall submit to NFLP the fully paid policies or certificates of insurance. Compliance with this subparagraph (b) will not relieve Licensee of its other obligations under this Paragraph 13. The insurance coverage required under this License is not cumulative and will not extend to any other License or Agreement between Licensee and NFLP unless otherwise authorized by NFLP in writing.
c. During the negligenceTerm and thereafter, 12 recklessness, or willful misconduct of CONTRACTORNFLP shall indemnify and hold harmless Licensee, its officers, directors, agents and employees or agentsfor, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 and against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgmentsdemands, causes of actionsaction, costs damages, and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR attorneys' fees for trademark infringement arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance Licensed Marks as strictly authorized under this Agreement where such claims are caused by License, provided that NFLP is given immediate notice of and shall have the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated option to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with undertake and conduct the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification defense of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 demand or cause of action and further provided that Licensee shall cooperate with in the indemnifying party in its defense.
8 D. Prior to the provision defense of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions claim as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage reasonably required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timeNFLP.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 3 contracts
Samples: Publishing Agreement (Ultimate Sports Entertainment Inc), Publishing Agreement (Ultimate Sports Entertainment Inc), Publishing Agreement (Ultimate Sports Entertainment Inc)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) COMPANY will defend, indemnify and hold COUNTYharmless MAYO, its elected MAYO’s Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESMAYO Indemnitees”) harmless from any 9 and all claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs, expenses, damages and liabilities (including attorneys’ fees, court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or connected with: (i) the practice or exercise of any rights granted hereunder by or on behalf of COMPANY or any Sublicensee; (ii) research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; and (iii) any act or omission of COMPANY or any Sublicensee hereunder, including the negligence or willful misconduct thereof or breach of Section 11.05 (Anti-Corruption Compliance). MAYO and MAYO’s Affiliates shall have no obligation to indemnify COMPANY hereunder.
(b) The Parties agree that this indemnity should be construed and applied in favor of maximum indemnification of MAYO Indemnitees.
(c) COMPANY will continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the liability assumed by COMPANY hereunder during the Term and after, such amount being [***]. In addition, such policy will name MAYO and its Affiliates as additional-named insureds. The minimum limits of any insurance coverage required herein shall not limit COMPANY’s liability.
(d) COMPANY expressly waives any right of subrogation that it may have against MAYO Indemnitees resulting from any claim, demand, liability, judgment, settlement, costs, fees (including reasonable 10 attorneys’ fees) (together, “claims”) and expenses for which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be COMPANY is obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates MAYO Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 3 contracts
Samples: Patent License Agreement (Evelo Biosciences, Inc.), Patent License Agreement (Evelo Biosciences, Inc.), Patent License Agreement (Evelo Biosciences, Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR 9.1. LICENSEE agrees to hold harmless and indemnify and hold COUNTYBOARD, SYSTEM, UTMDACC, its elected and appointed officialsRegents, 7 officers, directorsemployees, students and agents from and against any claims, demands, or causes of action whatsoever, costs of suit and reasonable attorney's fees, including without limitation, those costs arising on account of any injury or death of persons or damage to property caused by, or arising out of, or resulting from, the exercise or practice of the rights granted hereunder by LICENSEE, its officers, its AFFILIATES or their officers, employees, agents and those special districts and agencies or representatives.
9.2. In no event shall BOARD, SYSTEM or UTMDACC be liable for which COUNTY’s 8 Board any indirect, special, consequential or punitive damages (including, without limitation, damages for loss of Supervisors acts as profits or expected savings or other economic losses, or for injury to persons or property) arising out of, or in connection with, this AGREEMENT or its subject matter, regardless of whether BOARD, SYSTEM or UTMDACC knows or should how of the governing Board (“COUNTY INDEMNITEES”) harmless from possibility of such damages.
9.3. Beginning at the time when any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses LICENSED SUBJECT MATTER is being distributed or sold (including for the purpose of obtaining regulatory approvals) by LICENSEE or by a sublicensee, LICENSEE shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than $2,000,000 per incident and $2,000,000 annual aggregate, and LICENSEE shall use reasonable 10 attorneys’ fees) (togetherefforts to have the BOARD, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this AgreementSYSTEM, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTORUTMDACC, its officersRegents, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs students and expenses agents named as additional insureds. Such commercial general liability insurance shall provide: (including reasonable attorney’s feesi) 30 product liability coverage; (together “claims”ii) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except broad form contractual liability coverage for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance LICENSEE's indemnification under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of COUNTY, its officers, employees or agents, except that COUNTY 34 insurance coverage required herein shall not be obligated construed to indemnify CONTRACTOR, create a limit of LICENSEE's liability with respect to its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentindemnification under this AGREEMENT.
4 C. Except for Subparagraph X, below, each Party agrees to 9.4. LICENSEE shall provide the indemnifying party UTMDACC with 5 written notification evidence of any claim related to this Agreement such insurance within ten thirty (1030) business days of its procurement. Additionally, LICENSEE shall provide UTMDACC with written notice 6 thereofof at least fifteen (15) days prior to the cancellation, and non-renewal or material change in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defenseinsurance.
8 D. Prior to 9.5. LICENSEE shall maintain such commercial general liability insurance beyond the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions expiration or termination of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during AGREEMENT during: (i) the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR period that any LICENSED SUBJECT MATTER developed pursuant to this Agreement shall obtain insurance subject to AGREEMENT is being commercially distributed or sold by LICENSEE or by a sublicensee or agent of LICENSEE; and (ii) the same terms and 15 conditions as set forth herein for CONTRACTORfive (5) year period immediately after such period.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 3 contracts
Samples: Patent and Technology License Agreement (Bridgetech Holdings International Inc), Patent and Technology License Agreement (Bridgetech Holdings International Inc), Patent and Technology License Agreement (Bridgetech Holdings International Inc)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to 20.1 Master Franchisee shall, at its own expense, defend, indemnify and hold COUNTYharmless the PLK Indemnified Parties, with counsel reasonably acceptable to PLK, from and against any and all Losses sustained or incurred by the PLK Indemnified Parties, or any one or more of them, based upon or arising directly or indirectly out of any breach of this Agreement or negligent act, error or omission in connection with this Agreement by Master Franchisee or its elected employees or agents; and appointed officialsany Claim by or liability to any Franchisee in the Territory by reason of any material failure by Master Franchisee to provide Services in accordance with this Agreement.
20.2 Without limiting the generality of the foregoing, 7 officersMaster Franchisee shall defend, directors, employees, agents indemnify and those special districts hold harmless the PLK Indemnified Parties from and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY Losses arising out of or resulting in connection with one or more of the following:
20.2.1 Master Franchisee’s offering or sale of franchises for Franchised Restaurants;
20.2.2 the performance of Master Franchisee under the Company Franchise Agreement, under any of the Territory Development Agreements and the Franchise Agreements, the operation of Direct-Owned Restaurants and Franchised Restaurants, including any action taken by Master Franchisee to enforce compliance by Franchisees with the obligations under the Franchise Agreements, and any product liability Claims;
20.2.3 the quality or quantity of advertising or promotional materials produced and paid for from 11 CONTRACTORthe Advertising Fund, to the extent not substantially compliant with this Agreement;
20.2.4 any material prepared or supplied by Master Franchisee or any Affiliate thereof under this Agreement or any material prepared or supplied by PLK for a market other than the Territory that PLK has made available to Master Franchisee for use in the Territory, including, but not limited to, Claims, causes of action and suits alleging libel, slander, defamation, invasion of privacy, plagiarism, piracy, idea or trade secret misappropriation, trademark or copyright infringement, other violations of intellectual property rights or any other failure of Master Franchisee or any Affiliate thereof to comply with any applicable Laws, notwithstanding the fact that the material may have been approved by PLK (hereinafter, “Intellectual Property Claims”), but excluding any Intellectual Property Claims relating to ownership and validity of the Popeyes Marks or the Popeyes Domain Names; CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.
20.2.5 any failure of Master Franchisee or its designee (including an Approved Subsidiary) to properly manage the Advertising Fund in accordance with this Agreement, the Company Franchise Agreement and the Franchise Agreements, including any misappropriation or misuse of the Advertising Fund, Advertising Contributions or any part thereof by Master Franchisee or its designee;
20.2.6 deceptive or fraudulent activities, corporate malfeasance, negligence or misconduct in connection with Master Franchisee’s performance under this Agreement, where which is determined by a final court judgment or arbitral award;
20.2.7 any material Claim, action or demand of any kind or nature whatsoever brought by any employee, agent, subcontractor or independent contractor of Master Franchisee, any employee of any agent, subcontractor or independent contract of Master Franchisee, or an Affiliate thereof;
20.2.8 any Claims by a Franchisee that the development of a new Restaurant has encroached upon any of its Restaurants, resulted in reduced sales and/or profitability or otherwise caused damage or harm to any such claims are caused Restaurant or the Franchisee;
20.2.9 any injury or death to natural persons, or injury or damage to property, during the rendering of Services required of Master Franchisee hereunder, if it is ruled by a final court judgment or arbitral award that such injury occurred in whole or in part as a result of acts of Master Franchisee or its employees or agents, whether said loss is sustained by PLK or any other Person(s) or third parties;
20.2.10 any failure of Master Franchisee or any of its Affiliates to properly remit any tax payments required hereunder.
20.3 Master Franchisee’s indemnification obligations hereunder shall be in effect from the A&R Effective Date and shall survive the termination of this Agreement and continue for one (1) year after the expiry of the statute of limitations applicable to any such Claim on the condition that a matter covered by this indemnity has arisen before the termination of this Agreement.
20.4 The right to indemnity hereunder shall exist notwithstanding that joint or several liability may be imposed upon the PLK Indemnified Parties by statute, ordinance, regulation or judicial decision. Master Franchisee’s obligation to defend and indemnify the PLK Indemnified Parties is separate and distinct from its obligation to maintain insurance under this Agreement and the Company Franchise Agreement, and is not limited by the negligenceamount of insurance required by PLK under this Agreement and the Company Franchise Agreement.
20.5 Notwithstanding the foregoing, 12 recklessness, no PLK Indemnified Party shall be indemnified or held harmless from any Losses to the extent that such Losses result from the negligence or willful misconduct of CONTRACTORany such PLK Indemnified Party, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because pursuant to a final and unappealable judgment (a “Final Judgment”), provided that (i) if Master Franchisee has assumed the defense of the concurrent active 1 negligenceClaim, recklessnessMaster Franchisee will advance all costs and expenses in connection with the defense of the Claim as such costs and expenses are incurred until such time as there is a Final Judgment, (ii) if the PLK Indemnified Party assumes the defense of the Claim, Master Franchisee will pay all costs and expenses in connection with the defense of the Claim as such costs and expenses are incurred until such time as there is a Final Judgment; and (iii) if the Final Judgment determines that any PLK Indemnified Party has contributed to the Losses through its own contributory negligence or willful misconduct, PLK shall repay to Master Franchisee a portion of the amount advanced by Master Franchisee or paid to the PLK Indemnified Party in proportion to the degree of contributory negligence of such PLK Indemnified Party, as determined in such Final Judgment. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.
20.6 Notwithstanding anything to the contrary in this clause 20, any sum recovered by the relevant PLK Indemnified Party through insurance or otherwise (less any reasonable out-of-pocket expenses incurred by such PLK Indemnified Party in recovering the sum and any tax attributable to or suffered in respect of the sum recovered) will reduce the amount of the Losses in respect of which a Claim can be made under clause 20.1 or clause 20.2 by an equivalent amount.
20.7 PLK shall advise Master Franchisee if it receives notice that a Claim has been or will be filed with respect to a matter covered by this indemnity and provide Master Franchisee with such information as Master Franchisee may reasonably require to assume the defense of the Claim. In such event, Master Franchisee shall be given the opportunity to assume the defense thereof with counsel reasonably acceptable to PLK, and PLK shall have the right to participate in the defense of any Claim against PLK that is assumed by Master Franchisee at PLK’s own cost and expense. PLK and Master Franchisee shall consult with counsel in connection with any proposed settlement to assess and determine the viability of any Claim and the appropriate amount of the proposed settlement. Master Franchisee shall not, without the prior written consent of the applicable PLK Indemnified Parties, settle, compromise or offer to settle or compromise any such Claim unless the terms of such settlement provide for (a) a full and unqualified release of the PLK Indemnified Parties, (b) no admission of liability, fault or violation of Law or contract, and (c) no relief other than payments of monetary damages that are not to be paid by the PLK Indemnified Parties, subject to clause 20.5.
20.8 Notwithstanding the foregoing, at PLK’s option, PLK may hire attorneys of its own choice, to manage and defend any Claim, at Master Franchisee’s cost, risk and expense; provided, however, that PLK will not consent to the entry of any judgment or enter into any settlement without Master Franchisee’s prior written consent, which consent will not be unreasonably withheld or delayed.
20.9 For as long as this Agreement remains in effect and for three years thereafter (which may be satisfied by a prepaid tail policy), Master Franchisee shall maintain the following insurance:
20.9.1 Commercial General Liability coverage on a per occurrence form, that includes broad form coverage for “contractual liability,“ “property damage,“ “products liability,“ “bodily injury,“ “advertising injury,“ and “personal injury“ liability as those terms are defined in Insurance Services Office (ISO) Form CG00-01 or its equivalent. The policies shall provide the minimum limits of no less than the amounts set forth below, contain a waiver subrogation in favour of the PLK Indemnified Parties, and name as additional insureds by policy endorsement the PLK Indemnified Parties. Advertising injury coverage provided under the Commercial General Liability insurance must include coverage for Claims arising out of or related to: (i) invasion or infringement or interference with the right of privacy or publicity, whether under common law or statutory law; (ii) infringement of copyright or trademark, whether under statutory or common law; (iii) libel, slander or other forms of defamation; and (iv) plagiarism, piracy or unfair competition resulting from the alleged unauthorized use of titles, formats, ideas, characters, plots, performers, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the courtother material. Neither party shall request a jury apportionmentCERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify (a) Company will defend, indemnify, and hold COUNTYharmless Mayo, its elected Mayo’s Affiliates and appointed officialstheir respective trustees, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESMayo Indemnitees”) harmless from any 9 claimsand all losses, liabilitiescosts, obligationsexpenses, judgments, causes of actions, costs damages and expenses liabilities (including reasonable 10 attorneys’ fees, court costs and other expenses of litigation) (together, “claimsLosses”) which are asserted against COUNTY based on third party claims arising out of or resulting from 11 CONTRACTORconnected with: (i) Company’s performance under this Agreementpractice or exercise of any rights granted to it hereunder by Mayo; (ii) the research, where such claims are caused development, and commercialization of Licensed Products by Company; (iii) the negligence, 12 recklessness, negligence or willful misconduct of CONTRACTORCompany; and (iv) Company’s material breach of its obligations, its representations or warranties under this Agreement; except in each case to the extent that such Losses arise in whole or in part from (X) the gross negligence or willful misconduct of any Mayo Indemnitee, or (Y) the material breach by Mayo of any obligations, representations, or warranties made by Mayo in this Agreement.
(b) Mayo will defend, indemnify, and hold harmless Company, Company’s Affiliates and their respective trustees, officers, agents and employees (“Company Indemnitees”) from any and all Losses based on third party claims arising out of or agentsconnected with: (i) Mayo’s practice or exercise of any rights granted to it hereunder by Company; (ii) the making and use of Licensed Products by Mayo or its Affiliates pursuant to rights granted under Section 2.04 and Mayo’s activities under Section 2.05; (iii) the negligence or willful misconduct of Mayo; and (iv) Mayo’s material breach of its obligations, representations or warranties under this Agreement; except to the extent that 13 CONTRACTOR such Losses arise in whole or in part from (X) the gross negligence or willful misconduct of any Company Indemnitee, or (Y) the material breach by Company of any obligations, representations, or warranties made by Company in this Agreement.
(c) If either party is seeking indemnification under Section 9.03(a) or 9.02(b) (the “Indemnified Party”), it shall not be inform the other party (the “Indemnifying Party”) of the claim giving rise to the obligation to indemnify as soon as reasonably practicable after receiving notice of the claim. The Indemnifying Party shall have the right to assume the defense of any such claim for which it is obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 Indemnified Party. The Indemnified Party shall cooperate with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against Indemnifying Party and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedIndemnifying Party’s insurer as the Indemnifying Party may reasonably request, and provided at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined has been assumed by the courtIndemnifying Party. Neither party shall request a jury apportionment.
27 B. COUNTY agrees have the obligation to indemnifyindemnify the other Party in connection with any settlement made without the Indemnified Party’s written consent, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 consent shall not be obligated unreasonably withheld or delayed.
(d) Each party will procure and maintain insurance, including product liability insurance, adequate to indemnify CONTRACTOR, cover its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system obligations hereunder and consistent with normal business practices of prudent companies similarly situated at all times during which any Licensed Product is being clinically tested in accordance with human subjects or commercially distributed or sold by such party and for the 36 Documentation and applicable standards of good clinical practicethree (3) year period thereafter. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither Each party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying other party with 5 written notification evidence of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORrequest.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: Patent and Know How License Agreement (Decipher Biosciences, Inc.), Patent and Know How License Agreement (Decipher Biosciences, Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”a) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedLICENSEE will, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees require Sublicensees to indemnify, hold harmless, and defend UNIVERSITY and hold CONTRACTOR, its officers, employees, 28 and agents; the sponsors of the research that led to the Invention and Technology; and the creators of Technology and inventors of patents or patent applications under Patent Rights, directorsand their employers (collectively, members, shareholders and/or affiliates harmless from the “Indemnitees”); against any and all claims, liabilitiessuits, 29 obligationslosses, judgmentsdamages, causes of actionscosts, costs fees, and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted brought by third parties against CONTRACTOR such Indemnitees to the extent resulting from, or arising out of LICENSEE’s exploitation of this license or any Sublicense. This indemnification will include, but will not be limited to, any product liability. Notwithstanding the use of foregoing, LICENSEE shall not be required to indemnify any Indemnitee to the System by 31 COUNTY (except for claims that fall within extent such claim is due to the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, gross negligence or willful misconduct of COUNTYan Indemnitee.
(b) LICENSEE, at its officerssole cost and expense, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, insure its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system activities in accordance connection with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to work under this Agreement within ten and obtain, keep in force and maintain insurance as follows:
(10i) business days commercial general liability insurance (contractual liability included) with limits of notice 6 thereofat least: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] If the above insurance is written on a claims-made form, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 it shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term continue for [***] following termination or expiration of this Agreement. In addition, all subcontractors performing work on behalf The insurance shall have a retroactive date of 14 CONTRACTOR pursuant placement prior to this Agreement or coinciding with the Effective Date;
(ii) Worker’s Compensation as legally required in the jurisdiction in which the LICENSEE is doing business; and
(iii) the coverage and limits referred to above shall obtain insurance subject to not in any way limit the same terms and 15 conditions as set forth herein for CONTRACTORliability of LICENSEE.
16 E. CONTRACTOR (c) LICENSEE shall ensure furnish UNIVERSITY with certificates of insurance showing compliance with all requirements. Such certificates shall: (i) provide for [***] advance written notice to UNIVERSITY of any modification; (ii) indicate that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant UNIVERSITY has been endorsed as an additional insured party under the coverage referred to this agreement above; and (iii) include a provision that the coverage shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms primary and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors participate with nor shall be excess over any valid and collectable insurance or program of self-insurance carried or maintained by UNIVERSITY.
(d) UNIVERSITY shall notify LICENSEE in writing of any claim or suit brought against UNIVERSITY in respect of which UNIVERSITY intends to work if subcontractors have less 20 than invoke the level provisions of coverage required by COUNTY from CONTRACTOR this Article 8. LICENSEE shall keep UNIVERSITY informed on a current basis of its defense of any claims under this agreementArticle 8. It is LICENSEE will not settle any claim against UNIVERSITY without UNIVERSITY’s written consent, where (a) such settlement would include any admission of liability or wrongdoing on the 21 obligation part of CONTRACTOR to provide notice UNIVERSITY or other Indemnitees, (b) such settlement would impose any restriction on UNIVERSITY or Indemnitees’ conduct of any of its activities, or (c) such settlement would not include an unconditional release of UNIVERSITY or other Indemnitees from all liability for claims that are the subject matter of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timesettled claim.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: License Agreement (Lexeo Therapeutics, Inc.), License Agreement (Lexeo Therapeutics, Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”a) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY Licensee agrees to indemnify, defend and hold CONTRACTORLicensor and its shareholders, its officers, employees, 28 agents, directors, membersparents, shareholders and/or affiliates subsidiaries and agents free and harmless from and against any and all claims, liabilitiesdemands, 29 obligationsactions, causes of action, lawsuits, judgments, costs, expenses and other liabilities of every nature, including attorneys' fees, arising from (i) Licensee's manufacture, sale, distribution, advertising or promotion of the Licensed Products including, without limitation, any product liability claims or any chargebacks or credits claimed by any customer, vendor, factor or creditor of Licensee, and (ii) the breach or inaccuracy of any of Licensee's warranties or representations contained in this Agreement. Licensor agrees to indemnify, defend and hold Licensee and its shareholders, officers, directors, parents, subsidiaries and agents free and harmless from and against any and all claims, demands, actions, causes of actionsaction, costs lawsuits, judgments, costs, expenses and expenses other liabilities of every nature, including attorneys' fees, arising from the breach or inaccuracy of any of Licensor's representations or warranties contained in this Agreement. The foregoing indemnification provisions shall survive the termination of this Agreement.
(including reasonable attorney’s feesb) 30 (together “claims”) Licensee shall obtain and maintain at its sole cost and expense throughout the Term standard product liability insurance from a reputable licensed insurance company reasonably acceptable to Licensor, naming Licensor as additional insured, which are asserted policy shall provide protection against CONTRACTOR any and all claims for injuries or property damage arising out of defects in the use Licensed Products. The minimum amount of coverage shall be Three Million Dollars ($3,000,000.00) combined single limit for bodily injury and/or for property damage, plus a Two Million Dollar ($2,000,000.00) umbrella policy. The policy shall provide for ten (10) days notice to Licensor from the System by 31 COUNTY (except for claims that fall within insurer in the scope event of Subparagraph X. below) any modification, cancellation or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practicetermination. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party Licensee agrees to provide the indemnifying party furnish Licensor with 5 written notification a certificate of any claim related to this Agreement insurance naming Licensor as additional insured within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions after execution of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon each renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: License Agreement (Happy Kids Inc), License Agreement (Happy Kids Inc)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”a) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedLICENSEE will, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees require Sublicensees to indemnify, hold harmless, and defend UNIVERSITY and hold CONTRACTOR, its officers, employees, 28 and agents; the sponsors of the research that led to the Invention; and the inventors of patents or patent applications under Patent Rights, directorsand their employers (collectively, members, shareholders and/or affiliates harmless from the “Indemnitees”); against any and all claims, liabilitiessuits, 29 obligationslosses, judgmentsdamages, causes of actionscosts, costs fees, and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted brought by third parties against CONTRACTOR such Indemnitees to the extent resulting from, or arising out of Licensee’s exploitation of this license or any Sublicense. This indemnification will include, but will not be limited to, any product liability. Notwithstanding the use of foregoing, Licensee shall not be required to indemnify any Indemnitee to the System by 31 COUNTY (except for claims that fall within extent such claim is due to the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, gross negligence or willful misconduct of COUNTYan Indemnitee.
(b) LICENSEE, at its officerssole cost and expense, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, insure its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system activities in accordance connection with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to work under this Agreement within ten and obtain, keep in force and maintain insurance as follows:
(10i) business days commercial general liability insurance (contractual liability included) with limits of notice 6 thereofat least: [ ***] [ ***] [ ***] [***] [ ***] [ ***] [ ***] [***] [ ***] [ ***] [ ***] [***] [ ***] [ ***] [ ***] [***] [ ***] [ ***] [ ***] If the above insurance is written on a claims-made form, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 it shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term continue for [***] following termination or expiration of this Agreement. In addition, all subcontractors performing work on behalf The insurance shall have a retroactive date of 14 CONTRACTOR pursuant placement prior to this Agreement or coinciding with the Effective Date;
(ii) Worker’s Compensation as legally required in the jurisdiction in which the LICENSEE is doing business; and
(iii) the coverage and limits referred to above shall obtain insurance subject to not in any way limit the same terms and 15 conditions as set forth herein for CONTRACTORliability of LICENSEE.
16 E. CONTRACTOR (c) LICENSEE shall ensure furnish UNIVERSITY with certificates of insurance showing compliance with all requirements. Such certificates shall: (i) provide for [***]’ advance written notice to UNIVERSITY of any modification; (ii) indicate that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant UNIVERSITY has been endorsed as an additional insured party under the coverage referred to this agreement above; and (iii) include a provision that the coverage shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms primary and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors participate with nor shall be excess over any valid and collectable insurance or program of self-insurance carried or maintained by UNIVERSITY.
(d) UNIVERSITY shall notify LICENSEE in writing of any claim or suit brought against UNIVERSITY in respect of which UNIVERSITY intends to work if subcontractors have less 20 than invoke the level provisions of coverage required by COUNTY from CONTRACTOR this Article. LICENSEE shall keep UNIVERSITY informed on a current basis of its defense of any claims under this agreementArticle. It is LICENSEE will not settle any claim against UNIVERSITY without UNIVERSITY’s written consent, where (a) such settlement would include any admission of liability or wrongdoing on the 21 obligation part of CONTRACTOR to provide notice UNIVERSITY or other indemnified party, (b) such settlement would impose any restriction on UNIVERSITY /indemnified party’s conduct of any of its activities, or (c) such settlement would not include an unconditional release of UNIVERSITY/indemnified party from all liability for claims that are the subject matter of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timesettled claim.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: License Agreement (Lexeo Therapeutics, Inc.), License Agreement (Lexeo Therapeutics, Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed19.1 LICENSEE will, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoingwill require its sublicensees to, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, hold harmless, and defend REGENTS and hold CONTRACTOR, its IGT and their officers, employees, 28 and agents; sponsor(s) of the research that led to the INVENTION and BIOLOGICAL MATERIAL included in PROPERTY RIGHTS; and the inventors of any patents and patent applications under PATENT RIGHTS and their employers against any and all losses, directorsdamages, memberscosts, shareholders and/or affiliates harmless from any claimsfees, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR resulting from third party claims and suits arising out of the exercise of this license or any sublicense or any use or possession of the System by 31 COUNTY (except for claims BIOLOGICAL MATERIAL. This indemnification will include, but not be limited to, any product liability claims.
19.2 LICENSEE, at its sole cost and expense, will ensure that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligenceapplicable entity performing activities in connection with any work performed hereunder, 33 recklessnesswhether LICENSEE, an AFFILIATE, or willful misconduct a sublicensee, will obtain, keep in force, and maintain the following insurance:
(a) prior to the start of COUNTYclinical trials of a LICENSED PRODUCT, its officersCommercial Form General Liability Insurance (contractual liability included) with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***] 4D Molecular Therapeutics LLC Exclusive License
(b) upon the start of any clinical trials of a LICENSED PRODUCT, employees Commercial Form General Liability Insurance (contractual liability included), and product liability insurance if not otherwise included, with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***]
(c) upon the first commercial sale of a LICENSED PRODUCT, LICENSED SERVICE or agentsLICENSED METHOD, except that COUNTY 34 Commercial Form General Liability Insurance (contractual liability included), and product liability insurance if not otherwise included, with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***] If the above insurance is written on a claims-made form, it shall not be obligated to indemnify CONTRACTORcontinue for [***] ([***]) years following termination or expiration of this Agreement.
(d) worker’s compensation as legally required in the jurisdiction in which LICENSEE, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessnessan AFFILIATE, or willful misconduct a sublicensee, as applicable, is doing business. LICENSEE will promptly notify REGENTS of CONTRACTOR or its officersany material reduction in the insurance coverages below the amounts required hereunder.
19.3 The coverage and limits referred to in Paragraph 19.2 above will not in any way limit the liability of LICENSEE under Paragraph 19.
1. Upon the execution of this Agreement, employeesLICENSEE will furnish REGENTS with certificates of insurance evidencing compliance with all requirements. Such certificates will: 4D Molecular Therapeutics LLC Exclusive License
(a) where possible, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree provide for [***] ([***]) days’ ([***] ([***]) days for non-payment of premium) advance written notice to REGENTS of any cancellation of insurance coverages;
(b) indicate that liability 3 REGENTS has been endorsed as an additional insured under the coverage described above in Paragraph 19.2; and
(c) include a provision that the coverage will be apportioned as determined primary and will not participate with, nor will be excess over, any valid and collectable insurance or program of self-insurance maintained by the court. Neither party shall request a jury apportionmentREGENTS.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification 19.4 REGENTS will promptly notify LICENSEE in writing of any claim related or suit brought against REGENTS for which REGENTS intends to this Agreement within ten (10) business days invoke the provisions of notice 6 thereofParagraph 19.1. LICENSEE will keep REGENTS informed of its defense of any claims pursuant to Paragraph 19.1, and REGENTS will cooperate reasonably in any such suit. If REGENTS invokes the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees Paragraph 19.1, REGENTS will not make any admissions or take any actions in such claim or suit that may prejudice or impair LICENSEE’s ability to keep defend such insurance coverage in effect during the entire term of this 12 Agreementclaim or suit without LICENSEE’s prior written consent, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work LICENSEE will not admit liability or wrongdoing on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORREGENTS without REGENTS’ prior written consent.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: Exclusive License and Bailment Agreement (4D Molecular Therapeutics Inc.), Exclusive License and Bailment Agreement (4D Molecular Therapeutics Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR The Patron agrees to indemnify protect, defend, indemnify, and hold COUNTYsave harmless, Xxxxxxxxxx Xxxxx from all suits, actions, claims, demands, damages or losses, expenses, and/or costs of any kind and description to which Xxxxxxxxxx Xxxxx may be subjected to by reason of injury, (including death), to persons or destruction of property, including loss of use resulting therefrom, in connection with, or growing out, of any act of commission or omission of the Patron, its elected and appointed officials, 7 officers, directorsagents, employees, agents and those special districts and agencies for which COUNTYfamily members, guests, or invitees, or any person whose presence on the premises is due to or in connection with Patron’s 8 Board occupancy or use of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from described premises, or in any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising way growing out of the Patron’s activities under the terms of this agreement. The parties acknowledge that the Patron shall be solely responsible for all safety procedures, and/or any other laws and ordinances. The Patron's indemnity shall cover any matters arising as a result of it's use of the premises and/or safety procedures since Xxxxxxxxxx Xxxxx shall have no involvement with or resulting from 11 CONTRACTOR’s performance under responsibility therefore. This indemnity shall survive the termination of this Agreement with respect to matters occurring during the period covered by this Agreement.
(a) General Liability insurance for Bodily Injury, where such claims are caused by the negligenceProperty Damage and Personal Injury in an amount not less than $2,000,000 Per Occurrence, 12 recklessness$2,000,000 General Aggregate, or willful misconduct and Medical Payments of CONTRACTORnot less than $10,000 Per Person naming Xxxx Gaming Corporation, Xxxxxxxxxx Xxxxx, its officerssubsidiaries, employees or agentsaffiliated, except that 13 CONTRACTOR shall allied and/or proprietary companies as Additional Insured; (b) If requested, Liquor Liability in an amount not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system less than $2,000,000 Per Occurrence, $2,000,000 Aggregate; (c) Patron's Insurance Certificate must include a Waiver of Subrogation in accordance 15 with the Documentation or applicable standards favor of good clinical practice. CONTRACTOR shall defend 16 against Xxxxxxxxxx Xxxxx and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses thirty (including reasonable attorney’s fees30) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide day notice of the insurance requirements to every subcontractor cancellation; and 22 to receive proof of insurance prior to allowing (d) Certificate must note that Patron's coverage is primary and not contributory with any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timecoverage that Xxxxxxxxxx Xxxxx may have.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: Banquet Agreement, Banquet Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”a) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY Licensee agrees to indemnify, defend and hold CONTRACTORLicensor and its shareholders, its officers, employees, 28 agents, directors, membersparents, shareholders and/or affiliates subsidiaries, managing agents and other agents free and harmless from and against any and all claims, liabilitiesdemands, 29 obligationsactions, causes of action, lawsuits, judgments, costs, expenses and other liabilities of every nature, including attorneys' fees, arising from (i) Licensee's manufacture, sale, advertising or promotion of the Licensed Products including, without limitation, any product liability claims or any chargebacks or credits claimed by any customer, vendor, factor or creditor of Licensee, and (ii) the breach or inaccuracy of any of Licensee's warranties, representations or covenants contained in this Agreement. Licensor agrees to indemnify, defend and hold Licensee and its shareholders, officers, directors, parents, subsidiaries and agents free and harmless from and against any and all claims, demands, actions, causes of actionsaction, costs lawsuits, judgments, costs, expenses and expenses other liabilities of every nature, including attorneys' fees, arising from the breach or inaccuracy of any of Licensor's representations or warranties contained in this Agreement. The foregoing indemnification provisions shall survive the termination of this Agreement.
(including reasonable attorney’s feesb) 30 (together “claims”) Licensee shall obtain and maintain at its sole cost and expense throughout the Term standard product liability insurance from a reputable licensed insurance company reasonably acceptable to Licensor, naming Licensor as additional insured, which are asserted policy shall provide protection against CONTRACTOR any and all claims for injuries or property damage arising out of defects in the use Licensed Products. The minimum amount of coverage shall be Five Million Dollars ($5,000,000.00) combined single limit for bodily injury and/or for property damage, which may include an umbrella policy of not more than Two Million Dollars ($2,000,000.00). The policy shall provide for ten (10) Days notice to Licensor from the System by 31 COUNTY (except for claims that fall within insurer in the scope event of Subparagraph X. below) any modification, cancellation or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practicetermination. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party Licensee agrees to provide the indemnifying party furnish Licensor with 5 written notification a certificate of any claim related to this Agreement insurance naming Licensor as additional insured within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions after execution of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon each renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: License Agreement (Happy Kids Inc), License Agreement (Happy Kids Inc)
Indemnification and Insurance. 6 A. CONTRACTOR 9.1 LICENSEE agrees to hold harmless and indemnify and hold COUNTYBOARD, SYSTEM, UTMDACC, its elected and appointed officialsRegents, 7 officers, directorsemployees, students and agents from and against any claims, demands, or causes of action whatsoever, costs of suit and reasonable attorney’s fees, including without limitation, those costs arising on account of any injury or death of persons or damage to property caused by, or arising out of, or resulting from, the exercise or practice of the rights granted hereunder by LICENSEE, its officers, its AFFILIATES or their officers, employees, agents and those special districts and agencies or representatives.
9.2 In no event shall BOARD, SYSTEM or UTMDACC be liable for which COUNTY’s 8 Board any indirect, special, consequential or punitive damages (including, without limitation, damages for loss of Supervisors acts as profits or expected savings or other economic losses, or for injury to persons or property) arising out of, or in connection with, this AGREEMENT or its subject matter, regardless of whether BOARD, SYSTEM or UTMDACC knows or should know of the governing Board (“COUNTY INDEMNITEES”) harmless from possibility of such damages.
9.3 Beginning at the time when any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses LICENSED SUBJECT MATTER is being distributed or sold (including for the purpose of obtaining regulatory approvals) by LICENSEE or by a sublicensee, LICENSEE shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than $2,000,000 per incident and $2,000,000 annual aggregate, and LICENSEE shall use reasonable 10 attorneys’ fees) (togetherefforts to have the BOARD, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this AgreementSYSTEM, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTORUTMDACC, its officersRegents, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs students and expenses agents named as additional insureds. Such commercial general liability insurance shall provide: (including reasonable attorney’s feesi) 30 product liability coverage; (together “claims”ii) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except broad form contractual liability coverage for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance LICENSEE's indemnification under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of COUNTY, its officers, employees or agents, except that COUNTY 34 insurance coverage required herein shall not be obligated construed to indemnify CONTRACTOR, create a limit of LICENSEE's liability with respect to its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentindemnification under this AGREEMENT.
4 C. Except for Subparagraph X, below, each Party agrees to 9.4 LICENSEE shall provide the indemnifying party UTMDACC with 5 written notification evidence of any claim related to this Agreement such insurance within ten thirty (1030) business days of its procurement. Additionally, LICENSEE shall provide UTMDACC with written notice 6 thereofof at least fifteen (15) days prior to the cancellation, and non-renewal or material change in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defenseinsurance.
8 D. Prior to 9.5 LICENSEE shall maintain such commercial general liability insurance beyond the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions expiration or termination of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during AGREEMENT during: (i) the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR period that any LICENSED SUBJECT MATTER developed pursuant to this Agreement shall obtain insurance subject to AGREEMENT is being commercially distributed or sold by LICENSEE or by a sublicensee or agent of LICENSEE; and (ii) the same terms and 15 conditions as set forth herein for CONTRACTORfive (5) year period immediately after such period.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: Patent and Technology License Agreement, Patent and Technology License Agreement (Callisto Pharmaceuticals Inc)
Indemnification and Insurance. 6 A. CONTRACTOR 9.1 LICENSEE agrees to hold harmless and indemnify BOARD, SYSTEM, UTMDACC, HJF, USU, US ARMY, and hold COUNTYtheir Regents, officers, employees, students and agents from and against any claims, demands, or causes of action whatsoever, costs of suit and reasonable attorney’s fees, including without limitation, those costs arising on account of any injury or death of persons or damage to property caused by, or arising out of, or resulting from, the exercise or practice of the rights granted hereunder by LICENSEE, its elected and appointed officials, 7 officers, directorsits AFFILIATES or their officers, employees, agents and those special districts and agencies or representatives.
9.2 In no event shall BOARD, SYSTEM, UTMDACC, HJF, USU or US ARMY be liable for which COUNTY’s 8 Board any indirect, special, consequential or punitive damages (including, without limitation, damages for loss of Supervisors acts as profits or expected savings or other economic losses, or for injury to persons or property) arising out of, or in connection with, this AGREEMENT or its subject matter, regardless of whether BOARD, SYSTEM, UTMDACC, HJF, USU or US ARMY knows or should know of the governing Board (“COUNTY INDEMNITEES”) harmless from possibility of such damages.
9.3 Beginning at the time when any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses LICENSED SUBJECT MATTER is being distributed or sold (including reasonable 10 attorneys’ feesfor the purpose of obtaining regulatory approvals) (togetherby LICENSEE or by a sublicensee, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this AgreementLICENSEE shall, where such claims are caused by the negligenceat its sole cost and expense, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall procure and maintain commercial general liability insurance in amounts not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against less than $2,000,000 per incident and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed$2,000,000 annual aggregate, and provided that 18 any settlement or compromise LICENSEE shall provide for a full release of COUNTY. Notwithstanding use reasonable efforts to have the 19 foregoingBOARD, CONTRACTOR’S obligation under Subparagraph XSYSTEM, belowUTMDACC, shall apply to all third party 20 intellectual property infringement claimsHJF, liabilities obligationsUSU, judgmentsUS ARMY, causes of actionsand their Regents, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs students and expenses agents named as additional insureds. Such commercial general liability insurance shall provide: (including reasonable attorneyi) product liability coverage; (ii) broad form contractual liability coverage for LICENSEE’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance indemnification under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of COUNTY, its officers, employees or agents, except that COUNTY 34 insurance coverage required herein shall not be obligated construed to indemnify CONTRACTOR, create a limit of LICENSEE’s liability with respect to its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentindemnification under this AGREEMENT.
4 C. Except for Subparagraph X, below, each Party agrees to 9.4 LICENSEE shall provide the indemnifying party UTMDACC with 5 written notification evidence of any claim related to this Agreement such insurance within ten thirty (1030) business days of its procurement. Additionally, LICENSEE shall provide UTMDACC with written notice 6 thereofof at least fifteen (15) days prior to the cancellation, and non-renewal or material change in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defenseinsurance.
8 D. Prior to 9.5 LICENSEE shall maintain such commercial general liability insurance beyond the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions expiration or termination of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during AGREEMENT during: (i) the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR period that any LICENSED SUBJECT MATTER developed pursuant to this Agreement shall obtain insurance subject to AGREEMENT is being commercially distributed or sold by LICENSEE or by a sublicensee or agent of LICENSEE; and (ii) the same terms and 15 conditions as set forth herein for CONTRACTORfive (5) year period immediately after such period.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: Patent and Technology License Agreement, Patent and Technology License Agreement (Rxi Pharmaceuticals Corp)
Indemnification and Insurance. 6 A. CONTRACTOR agrees 14.1. HOTEL JV shall indemnify and save harmless PHII and its shareholders, members, affiliates, officers, employees and agents from all liability, loss, damage, claim, fines, penalties, cost or expense (including, without limitation, reasonable attorneys' fees and disbursements, judgments, fines and amounts paid in settlement) (collectively, "Claims") arising from or relating to any breach of this Agreement by HOTEL JV or otherwise arising from or relating to the Complex and its operations, including, without limitation, the Licensed Services, Licensed Complimentary Products and Provided Goods prior to termination of this Agreement, except for those liabilities set forth in Section 14.2 herein or as otherwise directly or indirectly caused solely by PHII's negligence, willful misconduct or fraud in connection with the performance of its obligations hereunder. In no event, however, shall this provision be deemed to create a third-party beneficiary relationship between HOTEL JV and any third party or give rise to any claim for consequential damages on the part of PHII. In case of any action, suit or proceeding brought against PHII, its shareholders, members, affiliates, officers, employees and agents arising from or relating to the Licensed Services and Licensed Complimentary Products and Provided Goods, PHII will notify HOTEL JV of such action, suit or proceeding and HOTEL JV may and, upon PHII's request, shall, at HOTEL JV's sole cost and expense, defend such action, suit or proceeding, or cause the same to be defended by counsel designated by HOTEL JV, except for Claims involving PHII's negligence, willful misconduct or fraud.
14.2. PHII represents and warrants (i) that it or PHMemo, as applicable, is the rightful owner of the PHII Intellectual Property and other tangible property that is the subject of this Agreement, including, without limitation, THE MARKS, the DOMAIN NAMES and THE MEMO; (ii) that THE MARKS and the DOMAIN NAMES constitute all of the trademarks owned or controlled and used in connection with the operation of domestic Planet Hollywood restaurants and retail outlets; (iii) Planet Hollywood International, Inc. is the successor-in-interest by merger with Planet Hollywood, Inc., a Florida corporation and Planet Hollywood, Inc., a Delaware corporation and as such is the owner of all trademarks, design marks, trade names and other intellectual property registered to or owned by such merged corporations, and (iv) that it has the right to grant the license granted herein. Further, PHMemo represents and warrants that PHMemo has the right to provide THE MEMO to HOTEL JV for the purposes set forth in this Agreement and that THE MEMO constitutes those authentic pieces of memorabilia as described on EXHIBIT B and that THE MEMO, THE MARKS and the DOMAIN NAMES are free and clear of all liens except as provided in Schedule 1. PHII hereby indemnifies and saves harmless HOTEL JV and the Lenders and undertakes to indemnify HOTEL JV and hold COUNTYthe Lenders and their respective shareholders, its elected and appointed officialsmembers, 7 affiliates, officers, directorsemployees and agents against, employees, agents successors and those special districts assigns and agencies for which COUNTY’s 8 Board of Supervisors acts as to hold HOTEL JV and the governing Board (“COUNTY INDEMNITEES”) Lenders harmless from any 9 claimsClaims, liabilities, obligations, judgments, causes irrespective of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which whether such Claims are asserted against COUNTY by private or public parties, arising in whole or in part out of or relating to (a) any breach of this Agreement by PHII or PHMemo, including, without limitation, the representations and warranties and covenants set forth herein, or (b) any actual or alleged trademark infringement and/or dilution, service xxxx infringement and/or dilution, trade dress infringement and/or dilution, copyright infringement , unfair competition, deceit or other unfair business practices or other actual or alleged infringement of the intellectual property rights of any third party to the extent arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement(i) the use of THE MARKS, where such claims are caused by THE MEMO and the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 DOMAIN NAMES; (ii) the use of the System PHII Intellectual Property in compliance with the provisions of this Agreement; and/or (iii) a breach by COUNTY regardless PHII and/or PHMemo of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance their respective obligations under this Agreement where such claims are and (c) the violation of statute, law, ordinance rule or regulation in connection with THE MARKS, THE MEMO or the DOMAIN NAMES (not caused by HOTEL JV's use, in which case the previsions of Section 5.4 shall apply) excepting such Claims arising from HOTEL JV or the Lenders negligence, 33 recklessness, or willful misconduct or fraud. However, in no event shall HOTEL JV's right to indemnification as set forth in this subsection extend to circumstances involving actual or alleged acts of COUNTY, its officers, employees unfair competition not involving HOTEL JV's use of THE MARKS or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system PHII's Intellectual Property in accordance compliance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 withcommitted by HOTEL JV, its assigns, licensees, and/or sub-licensees.
14.3. CONTRACTOR agrees In addition to keep such the insurance coverage requirements for THE MEMO as set out in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term Section 5.11 of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein extent not equal to or provided for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to in the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Operating Agreement, the COUNTY may terminate Management Agreement or the Loan Agreement, HOTEL JV agrees that it shall obtain and maintain, or cause to be maintained, at its own expense, product liability insurance providing adequate general liability insurance protection to include without limitation product liability insurance in the minimum amount of $5,000,000 combined single limit of bodily injury liability and property damage liability for each occurrence and annual aggregate, naming PHII as an additional insured, and to provide to PHII as proof of such insurance certificates of insurance no later than thirty (30) days after the date this AgreementAgreement is executed by HOTEL JV. HOTEL JV shall continuously keep PHII current as to any modification to each insurance policy. PHII shall be entitled to a copy of the then prevailing certificate of insurance for each such insurance, which shall be promptly furnished to PHII by HOTEL JV. Upon written request, HOTEL JV shall provide PHII with a copy of each such policy of insurance then in effect. PHII shall be notified by each insurance carrier a minimum of thirty (30) days before any cancellation or modification to the particular policy.
Appears in 2 contracts
Samples: Licensing Agreement (Bh Re LLC), Licensing Agreement (Bh Re LLC)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) Except for any liability arising from the gross negligence or willful misconduct of the Licensor(s), COMPANY will defend, indemnify and hold COUNTYharmless Licensors, its elected their Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESIndemnitees”) harmless from any 9 and all third party claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs, expenses, damages and liabilities (including attorneys’ fees, court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or connected with: (i) the practice or exercise of any rights granted hereunder by or on behalf of COMPANY, any Affiliate or any Sublicensee; (ii) research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; and (iii) any act or omission of COMPANY or any Sublicensee hereunder. OMRF and Affiliates shall have no obligation to indemnify COMPANY hereunder.
(b) Parties agree that this indemnity should be construed and applied in favor of maximum indemnification of Indemnitees.
(c) Prior to any use or administration of a Licensed Product in humans, including, but not limited, use or administration of a Licensed Product in human clinical trial, COMPANY will procure and continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the liability assumed by COMPANY hereunder during the Term and after, such amount being at least **** US Dollars (US $****). In addition, such policy will name Licensors and their Affiliates as additional-named insureds. The minimum limits of any insurance coverage required herein shall not limit COMPANY’s liability.
(d) COMPANY expressly waives any right of subrogation that it may have against Indemnitees resulting from any claim, demand, liability, judgment, settlement, costs, fees (including reasonable 10 attorneys’ fees) (together, “claims”) and expenses for which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be COMPANY is obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 2 contracts
Samples: Technology License Agreement (Q BioMed Inc.), Technology License Agreement (Q BioMed Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) COMPANY will defend, indemnify and hold COUNTYharmless MAYO, its elected MAYO’s Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESMAYO Indemnitees”) harmless from any 9 and all third party claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs, expenses, damages and liabilities (including attorneys’ fees, court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or connected with:
(i) the practice or exercise of any rights granted hereunder by or on behalf of COMPANY or any Sublicensee; (ii) research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; and (iii) any act or omission of COMPANY or any Sublicensee hereunder, including the negligence or willful misconduct thereof or breach of Section 11.05 (Anti-Corruption Compliance). MAYO and MAYO’s Affiliates shall have no obligation to indemnify COMPANY hereunder.
(b) The Parties agree that this indemnity should be construed and applied in favor of maximum indemnification of MAYO Indemnitees.
(c) Beginning no later than the first use of a Licensed Product in a human subject, COMPANY will continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the liability assumed by COMPANY hereunder during the Term and after, such amount being at least FIVE MILLION (US $5,000,000). In addition, such policy will name MAYO and its Affiliates as additional-named insureds. The minimum limits of any insurance coverage required herein shall not limit COMPANY’s liability.
(d) COMPANY expressly waives any right of subrogation that it may have against MAYO Indemnitees resulting from any claim, demand, liability, judgment, settlement, costs, fees (including reasonable 10 attorneys’ fees) (together, “claims”) and expenses for which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be COMPANY is obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates MAYO Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Patent License Agreement (BioSig Technologies, Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees 5.1. Each Party to this Agreement shall be responsible for its own acts and omissions, and, to the extent allowed by law, shall indemnify and hold COUNTY, harmless the other and its elected and appointed officials, 7 officers, directorsemployees and agents thereof, employeesfrom and against any and all claims, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claimssuits, proceedings, liabilities, obligationslosses, judgments, causes of actionsdamages, costs and expenses (whatsoever, including reasonable 10 attorneys’ fees) (togethercounsel fees and the reasonable costs associated with the retention of consultants or experts, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreementany bodily injury, where such claims are death, sickness, property damage or other injury or loss caused by or arising from the negligence, 12 recklessnessnon-compliance with any applicable law, or willful misconduct the alleged or actual breach of CONTRACTORthis Agreement or any negligent act or omission attributable to the indemnifying party, its officersmanagers, employees or agentsmembers, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes agents or subcontractors in the performance of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance their obligations under this Agreement where such claims are (except to the extent caused by the negligencenegligent act or omission of the other party, 33 recklessnessits employees, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice). If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance The provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during Section shall survive the entire term expiration or termination of this 12 Agreement.
5.2. Notification of an event giving rise to an indemnification claim (“Notice”) must include a brief factual summary of the damage and cause thereof. An indemnification claim is expressly subject to, and provide Certificates of Insurance conditioned upon, compliance with the Notice provisions hereunder.
5.3. Trinity shall obtain and endorsements annually upon renewal to COUNTY 13 during maintain the entire below policies and minimum coverage limits for the term of this Agreement. In additionCertificates of Insurance reflecting the coverage and naming the Client and its officers, all subcontractors performing work on behalf employees and agents as additional insureds for the General Liability and Automobile policies will be provided by Trinity prior to the commencement of 14 CONTRACTOR Services hereunder. All insurance coverage maintained or procured pursuant to this Agreement shall obtain insurance subject be primary and non-contributory as to the same terms and 15 conditions as set forth herein for CONTRACTORadditional insureds either by way of a specific endorsement, or by way of a blanket waiver of subrogation provision applicable when required by written contract or agreement. Trinity hereby waives any right of subrogation against County.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR5.3.1. Worker’s insurance Compensation and Employer’s Liability: Statutory WC limits as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice Statutes of the insurance requirements to every subcontractor and 22 to receive proof State of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All Washington, (or a qualified self-insured retentions (SIRsinsurer) and deductibles shall be clearly stated on the Certificate Employers Liability in an amount of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverageless than $1.0 million.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Food Services Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 17.1 Licensee will (and will require its sublicensees to) indemnify, hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedharmless, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTORThe Regents, its officers, employees, 28 and agents, directors, members, shareholders and/or affiliates harmless from ; the sponsors of the research that led to the Inventions; the inventors of any invention covered by patents or patent applications in Patent Rights (including the Patent Products and Patent Method contemplated thereunder) and their employers against any and all claims, liabilitiessuits, 29 obligationslosses, judgmentsdamages, causes of actionscosts, costs fees, and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR resulting from or arising out of exercise of this license or any sublicense. This indemnification will include, but will not be limited to any product liability.
17.2 The Regents will promptly notify Licensee in writing of any claim or suit which The Regents become aware of and which may be subject to the use provisions of this Article 17 (Indemnification and Insurance). Licensee will have the System sole right to control and settle any such claims or suits, provided that The Regents' written consent, not to be unreasonably withheld, shall be required for any settlement adversely affecting The Regents' rights under this Agreement. The Regents shall cooperate as reasonably requested by 31 COUNTY Licensee in handling any such claim or suit. Licensee shall reimburse The Regents for out- of-pocket expenses incurred providing such assistance. Licensee will keep The Regents informed on a current basis of its defense of any claims pursuant to this Article 17. (except for claims that fall within Indemnification and Insurance).
17.3 Licensee, at its sole cost and expense, will insure its activities in connection with the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance work under this Agreement where and obtain, keep in force, and maintain insurance (or an equivalent program of self insurance) as follows:
17.3.1 Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows:
(a) Each Occurrence............................[* ] (b) Products/Comprehensive Operations Aggregate[* ] (c) Personal Injury............................[* ] (d) General Aggregate (commercial form only)...[* ]
1. Licensee will furnish The Regents with certificates of insurance evidencing compliance with all such claims are caused by requirements. Such certificates will:
(a) Provide for thirty (30) day advance written notice to The Regents of any modification adversely affecting the negligence, 33 recklessness, or willful misconduct rights of COUNTY, its officers, employees or agents, except The Regents hereunder.
(b) Indicate that COUNTY 34 shall not be obligated The Regents has been endorsed as an additional Insured under the coverages referred to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with under the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by above.
(c) Include a court of competent jurisdiction because of provision that the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 coverages will be apportioned as determined by the courtprimary and will not participate with nor will be excess over any valid [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. and collectable insurance or program of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required self-insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured carried or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timeThe Regents.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify (a) EXACT will defend, indemnify, and hold COUNTYharmless MAYO, its elected MAYO’s Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESMAYO Indemnitees”) harmless from any 9 and all claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs costs, expenses, damages and expenses liabilities (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or resulting from 11 CONTRACTOR’s performance under connected with: (a) the practice or exercise of any rights granted hereunder by or on behalf of EXACT or any Sublicensee; (b) research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; and (c) any act or omission of EXACT or any Sublicensee hereunder, including the negligence or willful misconduct thereof. MAYO and MAYO Affiliates shall have no obligation to indemnify EXACT hereunder. Notwithstanding the foregoing, the indemnity obligations of EXACT shall not apply with respect to any claims, actions, demands, judgments, losses, costs, expenses, damages and liabilities which arise due to a breach of this Agreement, where such claims are caused Agreement by MAYO or the negligence, 12 recklessness, gross negligence or willful misconduct of CONTRACTORMAYO or its agents or employees.
(b) The parties agree that this indemnity should be construed and applied in favor of maximum indemnification of MAYO Indemnitees.
(c) Commencing on the date of first commercial sale of a Licensed Product by EXACT, its officersEXACT will continuously carry occurrence-based liability insurance, employees or agentsincluding products liability and contractual liability, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against an amount and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding time period sufficient to cover the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System liability assumed by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect EXACT hereunder during the entire term of this 12 AgreementTerm and after, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreementsuch amount being at least THREE MILLION DOLLARS (US $3,000,000). In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms such policy will name MAYO and 15 conditions its Affiliates as set forth herein for CONTRACTORadditional-named insureds.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR BOWIE STATE UNIVERSITY shall not, under any circumstances, indemnify or hold harmless ARTIST for any claims, losses or liabilities of any kind related to or arising out of the performance of this Agreement. ARTIST understands and acknowledges that BOWIE STATE UNIVERSITY is self-insured. See Md. Code Xxx., State Fin. & Proc. §9-105; and State Gov’t §12-105. ARTIST agrees to indemnify and hold COUNTYharmless BOWIE STATE UNIVERSITY, its elected and appointed officialsemployees, 7 officers, directors, employees, students and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 against any and all claims, threats, suits, damages, and liabilities, obligationsincluding legal fees, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, wrongful or willful misconduct negligent acts or omissions of CONTRACTOR, its officers, ARTIST or ARTIST’S employees or agents, except that 13 CONTRACTOR shall not be obligated agents relating to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In additionARTIST shall be solely responsible and liable for any damage to or losss of equipment used by ARTIST in the performance of this Agreement. ARTIST agrees to obtain and maintain, at ARTIST’s expense, comprehensive general public liability insurance in a minimum amount of $2,000,000 per single occurrence and $3,000,000 in the aggregate, to cover any and all subcontractors performing work claims for personal injury, death and property damage arising from or based on behalf ARTIST’s wrongful or negligent acts or omissions in the performance of 14 CONTRACTOR pursuant this Agreement. Such policy shall name the State of Maryland, the BOWIE STATE UNIVERSITY and its trustees, officers, employees and agents [and, insert name of VENUE, if event to this Agreement be held at off-campus site secured by Bowie State ] as co-insureds and shall obtain provide that coverage cannot be cancelled or reduced in amount except upon fifteen (15) days written notice to all named insureds. ARTIST shall provide a copy of such policy or a certificate of insurance subject to at the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant time it returns the signed Agreement to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY BOWIE STATE UNIVERSITY BOWIE STATE UNIVERITY may terminate this Agreement whenever it determines termination is in its best interest and upon written notice to ARTIST. If BOWIE STATE UNIVERSITY elects to exercise its right of termination under this section, BOWIE STATE UNIVERSITY shall pay all reasonable costs ARTIST has incurred under this Agreement up to the date of termination and in association with the termination of the Agreement. BOWIE STATE UNIVERSITY shall not reimburse ARTIST for any anticipatory profits that have not been earned up to the date of termination or for consequential damages. Either party may terminate this Agreement upon the other party’s failure to fulfill its obligations hereunder, upon written notice to the defaulting party of those acts or omissions relied upon as cause for termination. If either party exercises its rights to terminate for fault under this section, BOWIE STATE UNIVERSITY shall pay ARTIST fair and equitable compensation for satisfactory performance prior to receipt of notice of termination, less the amount of damages caused by ARTIST’s breach. If the damages are more than the compensation payable to ARTIST, ARTIST will remain liable after termination and BOWIE STATE UNIVERITY may affirmatively collect damages. In addition to any rights and remedies afforded under this section, the nondefauting party shall have a right to exercise any additional rights and remedies it may have against the defaulting party.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees (a) Subject to indemnify the provisions of Section 8.3 hereof, EXACT shall indemnify, defend and hold COUNTYharmless Genzyme, JHU, The Xxxx Xxxxxxx Health System ("JHHS") and their respective present and former officers, directors, trustees, employees, consultants, agents, students, faculty, treating and consulting physicians, inventors of the Patent Rights, subsidiaries, successors, heirs and assigns (collectively, the "Genzyme Indemnitees") against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the Genzyme Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out of (i) the design, sale, use, manufacture or promotion by EXACT and its elected and appointed officials, 7 officers, directors, employees, agents representatives and those special districts agents, of any process, service or product relating to, or developed, manufactured, used or commercialized pursuant to, this Agreement and agencies for which COUNTY’s 8 Board (ii) the practice and use of Supervisors acts as the governing Board Patent Rights by EXACT and its officers, directors, employees, representatives and agents.
(“COUNTY INDEMNITEES”b) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance EXACT's indemnification under this AgreementSection 8.1 shall not apply to any liability, where such claims are caused by damage, loss or expense to the extent that it is directly attributable to the negligence, 12 recklessness, reckless misconduct or willful intentional misconduct of CONTRACTORthe Genzyme Indemnitees.
(c) EXACT agrees, at its officersown expense, employees to provide attorneys to defend against any actions brought or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES filed against any Genzyme Indemnitee with respect to the 14 extent that the claims arose from COUNTY’s failure subject of indemnity contained herein, whether or not such actions are rightfully brought, such attorneys to use the CONTRACTOR’S system be reasonably acceptable to Genzyme and not to be subject to any conflict of interest in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise representing any of the same only upon approval Genzyme Indemnitees nor to have been deemed within the preceding ten (10) years by any Genzyme Indemnitee to have provided unsatisfactory legal representation of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionmentsuch Genzyme Indemnitee.
27 B. COUNTY agrees (a) Subject to the provisions of Section 8.3 hereof Genzyme shall indemnify, defend and hold CONTRACTOR, harmless EXACT and its present and former officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directorsconsultants, memberssuccessors, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with heirs and assigns (collectively, the 36 Documentation "EXACT Indemnitees") against any liability, damage, loss or expense (including reasonable attorney's fees and applicable standards expenses of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR litigation) incurred by a court of competent jurisdiction because of or imposed upon the concurrent active 1 negligence, recklessnessEXACT Indemnitees, or willful misconduct anyone of CONTRACTOR them, in connection with any claims, suits, actions, demands or judgments arising out of (i) the design, sale, use, manufacture or promotion by Genzyme and its officers, directors, employees, representatives and agents, 2 of any process, service or product utilizing the Patent Rights in the Field and (ii) the practice and use of the Patent Rights in the Field by Genzyme and its officers, directors, membersemployees, shareholders and/or affiliates, COUNTY representatives and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentagents.
4 C. Except for Subparagraph X(b) Genzyme's indemnification under this Section 8.2 shall not apply to any liability, belowdamage, each Party agrees loss or expense to the extent it is directly attributable to the negligence, reckless misconduct or intentional misconduct of the EXACT Indemnitees.
(c) Genzyme agrees, at its own expenses to provide attorneys to defend against any actions brought or filed against any EXACT Indemnitee with respect to the indemnifying party with 5 written notification subject of indemnity contained herein, whether or not such actions are rightfully brought, such attorneys to be reasonably acceptable to EXACT and not to be subject to any claim related conflict of interest in representing any of the EXACT Indemnitees not to this Agreement have been deemed within the preceding ten (10) business days years by any EXACT Indemnitee to have provided unsatisfactory legal representation of notice 6 thereof, and in such EXACT Indemnitee.
8.3 In the event any such action is commenced or claim made or threatened against an indemnified party covered by Section 8.1 or 8.2 hereof, the indemnifying indemnified party is subsequently named a party to such claim, each party 7 shall cooperate with promptly notify the indemnifying party in its defensewriting of such event. The failure of indemnified party to deliver notice to the indemnifying party within a reasonable time after the commencement of any such action, if materially prejudicial to the ability of the indemnifying party to defend such action, shall relieve the indemnifying party of any liability to the indemnified party under this Article 8 solely with respect to such action, but the failure to deliver notice to the indemnifying party will not relieve it of any liability with respect to such action that it may have to the indemnified party otherwise than under this Article 8. The indemnifying party shall assume, with the reasonable cooperation of the indemnified party, the investigation and defense of, and may settle that part of, any such claim or action commenced or made against the indemnified party which relates to the indemnifying party's indemnification and the indemnifying party may take such other steps as may be necessary to protect itself. The indemnifying party shall not be liable to indemnified party on account of any settlement of any such claim or litigation affected without the indemnifying party's express written consent, which consent shall not be unreasonably withheld or delayed. The right of the indemnifying party to assume the defense of any action shall be limited to that part of the action commenced against an indemnified party which relates to the indemnifying party's obligation of indemnification and holding harmless.
8 D. Prior to (a) Beginning at such time as any Diagnostic Service, Licensed Reagent or Kit relating to, or developed pursuant to, this Agreement is being made available (other than for the provision purpose of services under this Agreementobtaining regulatory approvals) by EXACT, the CONTRACTOR agrees to purchase 9 all required insurance EXACT shall, at CONTRACTOR’s its sole cost and expense, including all endorsements required hereinprocure and maintain commercial general liability insurance, 10 necessary to satisfy the COUNTY that the applicable worldwide, in amounts not less than two million dollars ($2,000,000) per incident and two million dollars ($2,000,000) annual aggregate and naming Indemnitees as additional insureds. Such commercial general liability insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance shall provide (i) product liability coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term (ii) contractual liability coverage for EXACT's indemnification under Section 8.1 of this Agreement. In addition, If EXACT elects to self-insure all subcontractors performing work on behalf or part of 14 CONTRACTOR pursuant the limits described above (including deductibles or retentions that are in excess of two hundred and fifty thousand dollars ($250,000) annual aggregate) such self-insurance program must be acceptable to Genzyme. The minimum amounts of insurance coverage required under this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR Section 8.4(a) shall not allow subcontractors be construed to work if subcontractors have less 20 than the level create a limit of coverage required by COUNTY from CONTRACTOR EXACT's liability with respect to its indemnification obligation under this agreement. It is the 21 obligation Section 8.1 of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
(b) Genzyme shall, at its sole cost and expense, procure and maintain commercial general liability insurance, applicable worldwide, in amounts not less than two million dollars ($2,000,000) per incident and two million dollars ($2,000,000) annual aggregate and naming the EXACT Indemnitees as additional insureds. Such commercial general liability insurance shall provide (i) product liability coverage and (ii) contractual liability coverage for Genzyme's indemnification under Section 8.2 of this Agreement. If Genzyme elects to self-insure all or part of the limits described above (including deductibles or retentions that are in excess of two hundred and fifty thousand dollars ($250,000) annual aggregate) such self-insurance program must be acceptable to EXACT. The minimum amounts of insurance coverage required under this Section 8.4(a) shall not be construed to create a limit of Genzyme's liability with respect to its indemnification obligation under Section 8.2 of this Agreement.
(c) Each party shall provide the other with written evidence of such insurance upon request of the other party. Each party shall provide the other with written notice at least thirty (30) days prior to the cancellation, non-renewal or material change in such insurance. If such party does not obtain replacement insurance providing comparable coverage within such thirty (30) day period, the other party shall have the right to terminate this Agreement and the rights, privileges and license granted hereunder effective at the end of such thirty (30) day period without any notice or additional waiting periods.
(d) Each party shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (a) the period that any process, service or product relating to, or developed pursuant to, this Agreement is being made available (other than for the purpose of obtaining regulatory approvals) by EXACT and (b) a reasonable period after the period referred to in clause (a) above which in no event shall be less than fifteen (15) years.
Appears in 1 contract
Samples: License Agreement (Exact Corp)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify (a) Company will defend, indemnify, and hold COUNTYharmless Mayo, its elected Mayo’s Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESMayo Indemnitees”) harmless from any 9 and all claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs costs, expenses, damages and expenses liabilities (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or resulting from 11 CONTRACTOR’s performance under this Agreementconnected with: (a) the practice or exercise of any rights granted hereunder by or on behalf of Company; (b) research, where such claims are caused by development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; (c) any act or omission of Company hereunder, including the negligence, 12 recklessness, negligence or willful misconduct thereof; and (d) any claims by shareholders of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR the Company relating to their ownership and/or investment in the Company. Mayo and Mayo Affiliates shall not be obligated have no obligation to indemnify COUNTY or COUNTY INDEMNITEES Company hereunder.
(b) The parties agree that this indemnity should be construed and applied in favor of maximum indemnification of Mayo Indemnitees.
(c) Company will continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the 14 extent liability assumed by Company hereunder during the Term and after, such amount being at least *** In addition, such policy will *** as ***
(d) Company expressly waives any right of subrogation that the claims arose it may have against Mayo Indemnitees resulting from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTORany claim, which approval shall not unreasonably be withheld or delayeddemand, liability, judgment, settlement, costs, fees (including attorneys’ fees), and provided that 18 any settlement or compromise shall provide expenses for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment which Company is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees obligated to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates Mayo Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR The TRANSIT PROVIDER agrees to and will protect, indemnify and hold COUNTYharmless ________ and its assignees and agents from and against any and all losses, its elected and appointed officialsdamages, 7 officersinjuries, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs demands and expenses (including reasonable 10 attorneys’ fees) (togetheroccasioned by, “claims”) which are asserted against COUNTY or arising out of, the condition, maintenance, use or operation of the Vehicles including any accident or other occurrence causing or inflicting injury and/or damage to any person or property, happening or done, in, upon, or about the User Agreement Vehicles, or due directly or indirectly to this Lease, or the condition, maintenance, use or operation of the Vehicles by the TRANSIT PROVIDER or any person claiming through or under the TRANSIT PROVIDER. The ________ agrees that it will at all times provide at a minimum and re-xxxx the TRANSIT PROVIDER the expense to cover the vehicle(s) in the User Agreement: Liability $1,000,000.00 Uninsured/Underinsured Motorist $1,000,000.00 Comprehensive ‑ Full Coverage $1,000.00 Deductible Collision $1,000.00 Deductible Medical Payments $1,000.00 Umbrella $4,000,000.00 The TRANSIT PROVIDER agrees that it shall at all times and at its own expense reimburse ________ for the premium and any deductibles. The TRANSIT PROVIDER shall provide and pay for any other insurance or bond that may be required by any governmental authority as a condition to, or in connection with, the TRANSIT PROVIDER'S use of the Vehicles. In the event Vehicles are involved in an accident, damaged, stolen or destroyed by fire, the TRANSIT PROVIDER shall promptly notify ________, in writing, within 24 hours and will also comply with all terms and condition entered in the insurance policies. The TRANSIT PROVIDER agrees to cooperate with ________ , and the insurance companies in defending against any claims or actions resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, TRANSIT PROVIDER'S operation or willful misconduct use of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR the Vehicles. Vehicles shall not be obligated used by any person or entity, in any manner or for any purpose that would cause any insurance herein specified to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTORbe suspended, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’Scanceled, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionmentrendered inapplicable.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Motor Vehicle User Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) BMS shall defend, indemnify and hold COUNTYCephalon and its employees, its elected and appointed officialsagents, 7 officers, directors, employees, agents directors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board affiliates (“COUNTY INDEMNITEES”a "Cephalon Party") harmless from and against any 9 claimsand all losses, liabilities, obligations, judgmentsclaims, causes fees (including, without limitation, attorneys fees), expenses incurred by a Cephalon Party that result from or arise in connection with (i) the breach of actionsany covenant, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out representation or warranty of or resulting from 11 CONTRACTOR’s performance under BMS contained in this Agreement, where such claims are caused (ii) the manufacturing, sale or distribution of the Product by BMS or any licensee or affiliate thereof, including, without limitation, any claim of patent infringement, (iii) any product liability claim related to the negligenceProduct, 12 recklessnessincluding, without limitation, the use by any person of any Product that was manufactured, sold or willful misconduct distributed by BMS or any licensee or affiliate thereof, (iv) any contamination of CONTRACTORor defect in the Product; and (v) breach by BMS of its obligations under Section 10 hereof. Notwithstanding anything in this Section 13(a), its officers, employees or agents, except that 13 CONTRACTOR BMS shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES a Cephalon Party for any liability related to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate Product for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S Cephalon has assumed an indemnification obligation under Subparagraph X, Section 13(b) below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify(b) Cephalon shall defend, defend indemnify and hold CONTRACTOR, BMS and its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directorsofficers, membersdirectors and affiliates (a "BMS Party") harmless from and against any and all losses, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation liabilities, obligations, claims, fees (including, without limitation, attorneys fees), expenses and applicable standards of good clinical practice. If judgment is entered lawsuits brought against 37 COUNTY and CONTRACTOR or incurred by a court BMS Party resulting from or arising in connection with (i) the breach by Cephalon of competent jurisdiction because any covenant, representation or warranty of Cephalon contained in this Agreement and (ii) breach by Cephalon of its obligations under Section 10 hereof.
(c) To receive the benefits of the concurrent active 1 negligenceindemnity under clauses (a) or (b) above, recklessnessas applicable, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither an indemnified party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide must (i) give the indemnifying party with 5 written notification notice of any claim related to this Agreement within ten or potential claim promptly after the indemnified party receives notice of any such claim; (10ii) business days of notice 6 thereof, and in the event allow the indemnifying party is subsequently named a party to assume the control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim (so long as it has confirmed its indemnification obligation responsibility to such claimindemnified party under this Section 13); and (iii) so long as such cooperation does not vitiate any legal privilege to which it is entitled, each party 7 shall reasonably cooperate with the indemnifying party in its defensedefense of the claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying party defends the claim, an indemnified party may participate in, but not control, the defense of such claim at its/his/her sole cost and expense. An indemnifying party shall have no liability under this Section 13 as to any claim for which settlement or compromise of such claim or an offer of settlement or compromise of such claim is made by an indemnified party without the prior consent of the indemnifying party.
8 D. Prior (d) Cephalon acknowledges and agrees that any Cephalon sales force personnel (including contract sales personnel, telemarketers, independent contractors, employees, and agents) used by Cephalon to the provision fulfill its obligations under this Agreement are not, and are not intended to be or be treated as, employees of services BMS or any of its Affiliates, and that such individuals are not eligible to participate in any "employee benefit plans", as such term is defined in section 3(3) of ERISA, that are sponsored by BMS or any of its Affiliates. BMS shall not be responsible to Cephalon, to any employees, agents, contractors, telemarketers, or other personnel of Cephalon used by it to perform its obligations under this Agreement, or to any governmental entity for any compensation or benefits (including, without limitation, vacation and holiday remuneration, healthcare coverage or insurance, life insurance, pension or profit-sharing benefits and disability benefits), payroll-related taxes or withholdings, or any governmental charges or benefits (including without limitation unemployment and disability insurance contributions or benefits and workmen' compensation contributions or benefits) that may imposed upon or be related to the CONTRACTOR agrees performance by Cephalon and any of its employees, agents, contractors, telemarketers, or other personnel used by Cephalon to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of discharge its obligations under this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, all of which shall be the sole responsibility of Cephalon, even if it is subsequently determined by any court, the IRS or any other governmental agency that such individual may be a common law employee of BMS or any of its Affiliates. All such matters of compensation, benefits and provide Certificates other terms of Insurance employment for any employee, agent, contractor, telemarketer, or other personnel used by Cephalon shall be solely a matter between Cephalon and endorsements annually upon renewal such individual(s) or entities. Nothing contained in this Section 13(d) is intended to COUNTY 13 during or will effect or limit any compensation payable by BMS to Cephalon for the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR services rendered by Cephalon pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORAgreement.
16 E. CONTRACTOR (e) Each party shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant use commercially reasonable efforts to this agreement shall be covered under CONTRACTOR’s maintain adequate insurance as an 18 Additional Insured or maintain insurance subject to the same against such risks (including product liability) and upon such terms (including coverages, deductible limits and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRsretentions) as is customary for the activities to be conducted by it under this Agreement and deductibles is appropriate to cover its indemnification obligations hereunder. Each party shall furnish to the other evidence of such insurance, upon request. Such insurance information shall be clearly stated on kept in confidence in the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) same manner as any other confidential information disclosed by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable one party to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreementother hereunder.
Appears in 1 contract
Samples: Copromotion Agreement (Cephalon Inc)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) COMPANY will defend, indemnify and hold COUNTYharmless OMRF, its elected OMRF’s Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESOMRF’ Indemnitees”) harmless from any 9 and all claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs, expenses, damages and liabilities (including attorneys’ fees, court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or connected with: (i) the practice or exercise of any rights granted hereunder by or on behalf of COMPANY or any Sublicensee; (ii) research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; and (iii) any act or omission of COMPANY or any Sublicensee hereunder, including the negligence or willful misconduct thereof. OMRF and OMRF’s Affiliates shall have no obligation to indemnify COMPANY hereunder.
(b) The Parties agree that this indemnity should be construed and applied in favor of maximum indemnification of OMRF’s Indemnitees.
(c) COMPANY will continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the liability assumed by COMPANY hereunder during the Term, and after. Prior to the date of the first human use of the first Licensed Product or the first commercial sale of the first commercial Licensed Product, whichever is earlier, COMPANY shall obtain (and continuously maintain during the Term) occurrence-based liability insurance coverage of at least FIVE MILLION (US $5,000,000). In addition, such policy will name OMRF and its Affiliates as additional-named insureds. The minimum limits of any insurance coverage required herein shall not limit COMPANY’s liability.
(d) COMPANY expressly waives any right of subrogation that it may have against OMRF Indemnitees resulting from any claim, demand, liability, judgment, settlement, costs, fees (including reasonable 10 attorneys’ fees) (together, “claims”) and expenses for which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be COMPANY is obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates OMRF Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR 7.1 To the fullest extent permitted by law, Seller agrees to indemnify indemnify, save harmless and hold COUNTYdefend Buyer and its affiliated companies, its elected and appointed officialstheir directors, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board customers (“COUNTY INDEMNITEESIndemnitees”) harmless from and against any 9 claimsloss, liabilities, obligationscosts, judgmentsexpenses, causes of suits, actions, costs claims and expenses all other obligations and proceedings, including without limitation all judgments rendered against, and all fines and penalties imposed upon, Indemnitees and all attorney's fees and any other cost of litigation (including reasonable 10 attorneys’ fees) (together, “claimsLiabilities”) which are asserted against COUNTY arising out of a breach hereof, warranty claims, product recall claims, product liability claims, injuries to persons, including death, or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are damage to property caused by the negligenceSeller, 12 recklessnessits employees, agents, subcontractors, or willful misconduct in any way attributable to the performance of CONTRACTORSeller, its officersincluding without limitation, employees breach of contract, breach of warranty or agentsproduct liability; provided, except however, that 13 CONTRACTOR Seller's obligation to indemnify Buyer shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, any liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active solely arising from Buyer's negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY 7.2 For received goods/services, the Seller agrees to indemnify, save harmless and defend Indemnitees from and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR all Liabilities arising out of actual or alleged infringement, including infringement of any patent, trademark or copyright relative to the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentgoods.
4 C. Except for Subparagraph X7.3 At Seller’s own cost, below, each Party agrees to provide the indemnifying party Seller shall procure and maintain policies of insurance with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defensereputable insurers.
8 D. Prior to the provision 7.4 The policies of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the shall be written on an occurrence basis or on a claim made basis in which event insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect shall be maintained during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to The Seller shall maintain insurance coverage in amounts not less than the following:
7.4.1 Worker's Compensation – Statutory Limits for the state or states in which this Agreement is to be performed (or evidence of authority to self-insure);
7.4.2 Employer's Liability – $1,000,000;
7.4.3 Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and
7.4.4 Automobile Liability (including owned, non-owned and hired vehicles) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage).
7.5 All insurance shall obtain insurance subject apply separately to each insured and additional insured against whom a claim is made, or suit is brought, except with respect to the same terms and 15 conditions as set forth herein for CONTRACTORlimits of the insurer’s liability.
16 E. CONTRACTOR 7.6 The Seller’s insurance coverage is primary and noncontributory to that of Buyer’s. The Seller must cover Buyer, its parent, subsidiaries and affiliates and their respective officers, directors, and employees as additional insureds and listed on the executed Certificate of Insurance. All insurance coverages shall ensure include a waiver of subrogation in favor of Buyer, its parents, subsidiaries and affiliates and their respective officers, directors and employees.
7.7 Upon the execution and agreement of this document, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance maintained by Seller. Such certificates shall provide that all subcontractors performing work on behalf Buyer will receive 30 days prior written notification from the insurer of 17 CONTRACTOR pursuant to this agreement any termination or reduction in the amount or scope of coverages.
7.8 Renewal certificates, as required, shall be covered under CONTRACTOR’s forwarded to Buyer until the Seller completes the work as specified in this Agreement. Seller's purchase of insurance as an 18 Additional Insured or maintain coverage and the furnishing of certificates of insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level release Seller of coverage required by COUNTY from CONTRACTOR its obligations or liabilities under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
7.9 In the event of Seller's breach of this provision, Buyer shall have the right to cancel the undelivered portion of any goods or services covered by this Agreement and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.
Appears in 1 contract
Samples: Purchase Order Agreement
Indemnification and Insurance. 6 A. CONTRACTOR In addition to all indemnification obligations in the Order, these Terms and Conditions, and any other agreement between Xxxxx and Seller, Seller agrees to indemnify and hold COUNTYharmless Buyer, its elected and appointed officials, 7 officers, directors, employees, agents attorneys, agents, Customers, and those special districts invitees from and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board against all liability, demands, claims, losses, costs, damage and expenses, including actual attorneys’ fees (collectively, “COUNTY INDEMNITEESClaims”) harmless from by reason of or on account of property damages, personal injury, death or any 9 claimsother Claims arising out of, liabilitiesas result of, obligationsor in connection with the performance of the Order and/or the Goods, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) Claims which are asserted against COUNTY arising out occasioned by any defect in the Goods and/or Breach of the Order, these Terms and Conditions, and Claims caused, directly or resulting from 11 CONTRACTOR’s performance under this Agreementindirectly, where such claims are caused by the negligence, 12 recklessness, or willful misconduct any acts of CONTRACTORSeller, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directorssubcontractors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with and invitees. Seller waives the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because application of the concurrent active 1 negligencedoctrine of comparative negligence and other doctrines that may otherwise allocate the liability covered by Seller’s indemnity. Upon becoming aware of any Claim, recklessnessXxxxx will notify Seller and Seller, at Xxxxx’s option, and at Seller’s sole expense, will undertake defense of the Claim(s) through counsel approved by Xxxxx. Seller will first obtain written authorization from Buyer before settlement is made of the Claim(s), including any terms that admit the existence of a defect in Goods or willful misconduct a failure of CONTRACTOR or Buyer to fully and faithfully perform its officersobligations. In the alternative, employeesBuyer may elect to undertake defense of the Claim(s), agentsto the extent it is asserted against Xxxxx, 2 directorsand Xxxxxx agrees to reimburse Buyer on a monthly basis for all expenses, membersactual attorneys’ fees, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 other costs incurred by Xxxxx. Buyer will be apportioned as determined by the court. Neither party shall request a jury apportionmenthave no obligation to Seller arising from its failure to notify Seller of any Claim.
4 C. Except for Subparagraph X, below, each Party B. Seller agrees to provide procure and maintain, at its sole expense, insurance with reputable insurance companies sufficient to cover Seller’s liabilities under the indemnifying party with 5 written notification of any claim related Order, including all contingent liabilities to this Agreement within ten (10) Buyer and third parties, including Customers. Buyer is entitled to require certain specific insurance coverage, including products liability, employer’s liability, xxxxxxx’x compensation, general liability, public liability, property damage liability, completed operations liability, recall liability, business days of notice 6 thereofinterruption, and contractual liability, in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR amounts and on terms acceptable and approved by Buyer. Xxxxxx agrees to purchase 9 procure all required insurance with Xxxxx as a named loss payee and additional insured at CONTRACTORSeller’s sole cost and expense, including all endorsements required herein, 10 necessary . Seller must provide to satisfy the COUNTY that the insurance provisions Buyer proof of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and upon Xxxxx’s request. Such policies will provide Certificates of Insurance and endorsements annually cancellation only upon renewal written notice to COUNTY 13 during the entire term of this AgreementBuyer. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant Failure by Buyer to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive request proof of insurance prior to allowing any subcontractor to begin work. Such proof from Seller does not constitute a waiver of insurance 23 must be maintained by CONTRACTOR through the entirety of requirements in this agreement for inspection by 24 COUNTY representative(s) at any reasonable timesection.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Purchase Order Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to
20.1 Master Franchisee shall, at its own expense, defend, indemnify and hold COUNTYharmless the PLK Indemnified Parties, with counsel reasonably acceptable to PLK, from and against any and all Losses sustained or incurred by the PLK Indemnified Parties, or any one or more of them, based upon or arising directly or indirectly out of any breach of this Agreement or negligent act, error or omission in connection with this Agreement by Master Franchisee or its elected employees or agents; and appointed officialsany Claim by or liability to any Franchisee in the Territory by reason of any material failure by Master Franchisee to provide Services in accordance with this Agreement.
20.2 Without limiting the generality of the foregoing, 7 officersMaster Franchisee shall defend, directors, employees, agents indemnify and those special districts hold harmless the PLK Indemnified Parties from and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY Losses arising out of or resulting in connection with one or more of the following:
20.2.1 Master Franchisee’s offering or sale of franchises for Franchised Restaurants;
20.2.2 the performance of Master Franchisee under the Company Franchise Agreement, under any of the Territory Development Agreements and the Franchise Agreements, the operation of Direct-Owned Restaurants and Franchised Restaurants, including any action taken by Master Franchisee to enforce compliance by Franchisees with the obligations under the Franchise Agreements, and any product liability Claims;
20.2.3 the quality or quantity of advertising or promotional materials produced and paid for from 11 CONTRACTORthe Advertising Fund, to the extent not substantially compliant with this Agreement;
20.2.4 any material prepared or supplied by Master Franchisee or any Affiliate thereof under this Agreement or any material prepared or supplied by PLK for a market other than the Territory that PLK has made available to Master Franchisee for use in the Territory, including, but not limited to, Claims, causes of action and suits alleging libel, slander, defamation, invasion of privacy, plagiarism, piracy, idea or trade secret misappropriation, trademark or copyright infringement, other violations of intellectual property rights or any other failure of Master Franchisee or any Affiliate thereof to comply with any applicable Laws, notwithstanding the fact that the material may have been approved by PLK (hereinafter, “Intellectual Property Claims”), but excluding any Intellectual Property Claims relating to ownership and validity of the Popeyes Marks or the Popeyes Domain Names; CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.
20.2.5 any failure of Master Franchisee or its designee (including an Approved Subsidiary) to properly manage the Advertising Fund in accordance with this Agreement, the Company Franchise Agreement and the Franchise Agreements, including any misappropriation or misuse of the Advertising Fund, Advertising Contributions or any part thereof by Master Franchisee or its designee;
20.2.6 deceptive or fraudulent activities, corporate malfeasance, negligence or misconduct in connection with Master Franchisee’s performance under this Agreement, where which is determined by a final court judgment or arbitral award;
20.2.7 any material Claim, action or demand of any kind or nature whatsoever brought by any employee, agent, subcontractor or independent contractor of Master Franchisee, any employee of any agent, subcontractor or independent contract of Master Franchisee, or an Affiliate thereof;
20.2.8 any Claims by a Franchisee that the development of a new Restaurant has encroached upon any of its Restaurants, resulted in reduced sales and/or profitability or otherwise caused damage or harm to any such claims are caused Restaurant or the Franchisee;
20.2.9 any injury or death to natural persons, or injury or damage to property, during the rendering of Services required of Master Franchisee hereunder, if it is ruled by a final court judgment or arbitral award that such injury occurred in whole or in part as a result of acts of Master Franchisee or its employees or agents, whether said loss is sustained by PLK or any other Person(s) or third parties;
20.2.10 any failure of Master Franchisee or any of its Affiliates to properly remit any tax payments required hereunder.
20.3 Master Franchisee’s indemnification obligations hereunder shall be in effect from the A&R Effective Date and shall survive the termination of this Agreement and continue for one (1) year after the expiry of the statute of limitations applicable to any such Claim on the condition that a matter covered by this indemnity has arisen before the termination of this Agreement.
20.4 The right to indemnity hereunder shall exist notwithstanding that joint or several liability may be imposed upon the PLK Indemnified Parties by statute, ordinance, regulation or judicial decision. Master Franchisee’s obligation to defend and indemnify the PLK Indemnified Parties is separate and distinct from its obligation to maintain insurance under this Agreement and the Company Franchise Agreement, and is not limited by the negligenceamount of insurance required by PLK under this Agreement and the Company Franchise Agreement.
20.5 Notwithstanding the foregoing, 12 recklessness, no PLK Indemnified Party shall be indemnified or held harmless from any Losses to the extent that such Losses result from the negligence or willful misconduct of CONTRACTORany such PLK Indemnified Party, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because pursuant to a final and unappealable judgment (a “Final Judgment”), provided that (i) if Master Franchisee has assumed the defense of the concurrent active 1 negligenceClaim, recklessnessMaster Franchisee will advance all costs and expenses in connection with the defense of the Claim as such costs and expenses are incurred until such time as there is a Final Judgment, (ii) if the PLK Indemnified Party assumes the defense of the Claim, Master Franchisee will pay all costs and expenses in connection with the defense of the Claim as such costs and expenses are incurred until such time as there is a Final Judgment; and (iii) if the Final Judgment determines that any PLK Indemnified Party has contributed to the Losses through its own contributory negligence or willful misconduct misconduct, PLK shall repay to Master Franchisee a portion of CONTRACTOR the amount advanced by Master Franchisee or its officerspaid to the PLK Indemnified Party in proportion to the degree of contributory negligence of such PLK Indemnified Party, employeesas determined in such Final Judgment. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.
20.6 Notwithstanding anything to the contrary in this clause 20, agents, 2 directors, members, shareholders and/or affiliates, COUNTY any sum recovered by the relevant PLK Indemnified Party through insurance or otherwise (less any reasonable out-of-pocket expenses incurred by such PLK Indemnified Party in recovering the sum and CONTRACTOR agree any tax attributable to or suffered in respect of the sum recovered) will reduce the amount of the Losses in respect of which a Claim can be made under clause 20.1 or clause 20.2 by an equivalent amount.
20.7 PLK shall advise Master Franchisee if it receives notice that liability 3 a Claim has been or will be apportioned filed with respect to a matter covered by this indemnity and provide Master Franchisee with such information as determined Master Franchisee may reasonably require to assume the defense of the Claim. In such event, Master Franchisee shall be given the opportunity to assume the defense thereof with counsel reasonably acceptable to PLK, and PLK shall have the right to participate in the defense of any Claim against PLK that is assumed by Master Franchisee at PLK’s own cost and expense. PLK and Master Franchisee shall consult with counsel in connection with any proposed settlement to assess and determine the viability of any Claim and the appropriate amount of the proposed settlement. Master Franchisee shall not, without the prior written consent of the applicable PLK Indemnified Parties, settle, compromise or offer to settle or compromise any such Claim unless the terms of such settlement provide for (a) a full and unqualified release of the PLK Indemnified Parties, (b) no admission of liability, fault or violation of Law or contract, and (c) no relief other than payments of monetary damages that are not to be paid by the courtPLK Indemnified Parties, subject to clause 20.5. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X20.8 Notwithstanding the foregoing, belowat PLK’s option, each Party agrees PLK may hire attorneys of its own choice, to provide manage and defend any Claim, at Master Franchisee’s cost, risk and expense; provided, however, that PLK will not consent to the indemnifying party with 5 written notification entry of any claim related to judgment or enter into any settlement without Master Franchisee’s prior written consent, which consent will not be unreasonably withheld or delayed.
20.9 For as long as this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage remains in effect during and for three years thereafter (which may be satisfied by a prepaid tail policy), Master Franchisee shall maintain the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.following insurance:
Appears in 1 contract
Samples: Master Development Agreement (TH International LTD)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to CFM will defend, indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board Client harmless with respect to any third-party claims or actions against Client to the extent based upon (i) the acts or omissions of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes CFM if they constitute a breach of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, or (ii) any claim or action for libel, slander, piracy, plagiarism, invasion of privacy or infringement of intellectual property (including copyrights) if they arise from materials prepared by CFM, except where any such claim or action may arise out of material furnished by Client as contemplated in the following paragraph. Client will defend, indemnify and hold CFM harmless with respect to any third-party claims are caused or actions against CFM to the extent based upon (i) the acts or omissions of Client if they constitute a breach of this Agreement, (ii) the use by the negligence, 12 recklessnessCFM of materials furnished by Client or where material created by CFM is changed by Client without CFM’s prior written consent, or willful misconduct (iii) any claim or action for libel, slander, piracy, plagiarism, invasion of CONTRACTOR, its officers, employees privacy or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards infringement of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorneycopyrights) if they arise from materials furnished by Client. “Materials furnished by Client” includes, without limitation, information or data provided by or through Client that CFM uses to substantiate claims made in public communications on Client’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of behalf. In the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification event of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and proceeding against Client by any regulatory agency or in the event of any court action challenging the indemnifying party is subsequently named a party validity or propriety of any work involving CFM, to the extent not covered by CFM’s obligations set forth herein to defend, indemnify and hold harmless Client, CFM shall provide reasonable assistance in the preparation of the defense of such claim, each party 7 shall action or proceeding and cooperate with the indemnifying party Client. Client will reimburse CFM for any out-of-pocket costs incurred in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 withconnection with any such action or proceeding. CONTRACTOR agrees to keep such insurance coverage CFM will maintain in effect force during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf at its sole expense, commercial general liability insurance coverage having a minimum limit of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORliability of one million dollars ($1,000,000).
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Consulting Agreement
Indemnification and Insurance. 6 A. CONTRACTOR In addition to all indemnification obligations in the Order, these Terms and Conditions, and any other agreement between Xxxxx and Seller, Seller agrees to indemnify and hold COUNTYharmless Buyer, its elected and appointed officials, 7 officers, directors, employees, agents attorneys, agents, Customers, and those special districts invitees from and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board against all liability, demands, claims, losses, costs, damage and expenses, including actual attorneys’ fees (collectively, “COUNTY INDEMNITEESClaims”) harmless from by reason of or on account of property damages, personal injury, death or any 9 claimsother Claims arising out of, liabilitiesas result of, obligationsor in connection with the performance of the Order and/or the Goods, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) Claims which are asserted against COUNTY arising out occasioned by any defect in the Goods and/or Breach of the Order, these Terms and Conditions, and Claims caused, directly or resulting from 11 CONTRACTOR’s performance under this Agreementindirectly, where such claims are caused by the negligence, 12 recklessness, or willful misconduct any acts of CONTRACTORSeller, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directorssubcontractors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with and invitees. Seller waives the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because application of the concurrent active 1 negligencedoctrine of comparative negligence and other doctrines that may otherwise allocate the liability covered by Seller’s indemnity. Upon becoming aware of any Claim, recklessnessXxxxx will notify Seller and Seller, at Xxxxx’s option, and at Seller’s sole expense, will undertake defense of the Claim(s) through counsel approved by Xxxxx. Seller will first obtain written authorization from Buyer before settlement is made of the Claim(s), including any terms that admit the existence of a defect in Goods or willful misconduct a failure of CONTRACTOR or Buyer to fully and faithfully perform its officersobligations. In the alternative, employeesBuyer may elect to undertake defense of the Claim(s), agentsto the extent it is asserted against Xxxxx, 2 directorsand Xxxxxx agrees to reimburse Buyer on a monthly basis for all expenses, membersactual attorneys’ fees, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 other costs incurred by Xxxxx. Buyer will be apportioned as determined by the court. Neither party shall request a jury apportionmenthave no obligation to Seller arising from its failure to notify Seller of any Claim.
4 C. Except for Subparagraph X, below, each Party X. Xxxxxx agrees to provide procure and maintain, at its sole expense, insurance with reputable insurance companies sufficient to cover Seller’s liabilities under the indemnifying party with 5 written notification of any claim related Order, including all contingent liabilities to this Agreement within ten (10) Buyer and third parties, including Customers. Buyer is entitled to require certain specific insurance coverage, including products liability, employer’s liability, xxxxxxx’x compensation, general liability, public liability, property damage liability, completed operations liability, recall liability, business days of notice 6 thereofinterruption, and contractual liability, in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR amounts and on terms acceptable and approved by Buyer. Xxxxxx agrees to purchase 9 procure all required insurance with Xxxxx as a named loss payee and additional insured at CONTRACTORSeller’s sole cost and expense, including all endorsements required herein, 10 necessary . Seller must provide to satisfy the COUNTY that the insurance provisions Buyer proof of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and upon Xxxxx’s request. Such policies will provide Certificates of Insurance and endorsements annually cancellation only upon renewal written notice to COUNTY 13 during the entire term of this AgreementBuyer. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant Failure by Buyer to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive request proof of insurance prior to allowing any subcontractor to begin work. Such proof from Seller does not constitute a waiver of insurance 23 must be maintained by CONTRACTOR through the entirety of requirements in this agreement for inspection by 24 COUNTY representative(s) at any reasonable timesection.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Purchase Order Agreement
Indemnification and Insurance. 6 2 A. CONTRACTOR agrees to indemnify indemnify, defend with counsel approved in writing by COUNTY, 3 which approval shall not be unreasonably withheld, and hold COUNTY, its elected and appointed 4 officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 5 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 6 claims, liabilitiesdemands or liability of any kind or nature, obligationsincluding but not limited to personal injury or 7 property damage, judgmentsarising from or related to CONTRACTOR’s negligence or intentional misconduct in 8 providing the services, causes of actionsproducts or other performance provided by CONTRACTORperformances 9 pursuant to this Agreement, costs but only in proportion to and expenses (to the extent such claims, demands, including reasonable 10 attorneys’ fees) (togetherdefense costs, “claims”) which or liability are asserted against COUNTY arising out of caused by or resulting from the negligent or intentional acts or omissions of 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees employees, or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and 12 COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct negligence of COUNTY 13 or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned 14 as determined by the court. Neither party partyParty shall request a jury apportionment.
27 15 B. COUNTY agrees to indemnify, defend with counsel, and hold CONTRACTOR, its officers, 16 employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities17 demands, 29 obligationsincluding defense costs, judgmentsor liability of any kind or nature, causes of actionsincluding but not limited to personal 18 injury or property damage, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) from or resulting from 32 related to COUNTY’s negligence or intentional misconduct 19 in the services, products or other performance under provided by COUNTY pursuant to of this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practiceAgreement. If 20 judgment is entered against 37 COUNTY and CONTRACTOR and COUNTY by a court of competent 21 jurisdiction because of the concurrent active 1 negligence, recklessness, negligence of COUNTY or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.INDEMNITEES,
Appears in 1 contract
Samples: Medical Services Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify Cytyc will defend, indemnify, and hold COUNTYMJC and its parents, its elected subsidiaries, affiliates, contractors, successors, and appointed officialsassigns, 7 and their respective employees, agents, officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board directors (“COUNTY INDEMNITEES”collectively a "MJC Party") harmless from and against any 9 claimsand all losses, liabilities, obligations, judgmentsclaims, causes fees (including, by way of actionsexample only and not limitation, costs reasonable attorneys fees), expenses, and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted lawsuits brought against COUNTY arising out of or incurred by a MJC Party to the extent resulting from 11 CONTRACTOR’s performance under or arising in connection with (i) the breach by Cytyc of any covenant, representation, warranty, or other obligation of Cytyc contained in this Agreement, where such claims are caused by (ii) the negligencemanufacturing, 12 recklessnesssale, or willful misconduct distribution of CONTRACTORthe Product by Cytyc or any licensee or affiliate of Cytyc, its officersor any copromoter of the Product, employees including, without limitation, any claim of patent infringement, (iii) any product liability claim related to the Product, including, by way of example only and not limitation, the use by any person of the Product manufactured, sold, or agentsdistributed by Cytyc or any licensee or affiliate of Cytyc, except that 13 CONTRACTOR shall or any copromoter of the Product, (iv) any contamination of or defect in the Product, (v) any Promotional Materials, or (vi) any negligent or wrongful act or omission of any Cytyc Party (as defined in Section 13.B below). Notwithstanding anything in this Section 13.A., Cytyc will not be obligated to indemnify COUNTY defend, indemnify, or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate hold harmless a MJC Party for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTORany liability for which MJC explicitly has assumed an indemnification obligation under Section 13.B. below.
B. MJC will defend, which approval shall not unreasonably be withheld or delayedindemnify, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoinghold Cytyc and its parents, CONTRACTOR’S obligation under Subparagraph Xsubsidiaries, belowaffiliates, shall apply to all third party 20 intellectual property infringement claimscontractors, liabilities obligationssuccessors, judgmentsand assigns, causes of actionsand their respective employees, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’Sagents, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates and directors (collectively a "Cytyc Party") harmless from and against any claimsand all losses, liabilities, 29 obligations, judgmentsclaims, causes fees (including, by way of actionsexample only and not limitation, costs attorneys fees), expenses, and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted lawsuits brought against CONTRACTOR arising out of or incurred by a Cytyc Party to the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or extent resulting from 32 COUNTY’s performance under or arising in connection with the breach by MJC of any covenant, representation, warranty, or other obligation of MJC contained in this Agreement where such claims are caused by the negligenceor for any negligent or wrongful act or omission of any MJC Party (as defined in Section 13.A. above). Notwithstanding anything in this Section 13.B., 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall MJC will not be obligated to indemnify CONTRACTORdefend, indemnify, or hold harmless a Cytyc Party for any liability for which Cytyc explicitly has assumed an indemnification obligation under Section 13.A. above.
C. To receive the benefits of the indemnity under Subsections A or B above, as applicable, the indemnified party must give the indemnifying party written notice of any claim or potential claim promptly after the indemnified party receives notice of any such claim. The [CONFIDENTIAL TREATMENT REQUESTED] indemnifying party will have the obligation to assume the defense of any such claim to the extent the indemnifying party has responsibility to the indemnified party under this Section 13. The indemnified party may participate in, but not control, the defense of such claim at its officerssole cost and expense. An indemnifying party will have no liability under this Section 13 as to any claim for which settlement or compromise or an offer of settlement or compromise is made by the indemnified party without the prior consent of the indemnifying party.
D. Except as to breaches of the Confidentiality Agreement or Section 14 below, employeesneither party will be liable to the other party for any special, consequential, or indirect damages suffered by the other party including, without limitation, lost profits, except to the extent attributable to the indemnifying party's grossly negligent and/or willful and wanton acts.
E. Each party will use commercially reasonable efforts to maintain insurance against such risks (including product liability) and upon such terms (including coverages, deductible limits, and self-insured retentions) as is customary for the activities to be conducted by it under this Agreement and is appropriate to cover its indemnification obligations under this Agreement. Such insurance will be primary to any other valid or collectable insurance coverage which the indemnified party, or any of its parents, subsidiaries, affiliates, principals, agents, directorsor assigns, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system may have or obtain ("Indemnified's Insurance") and provide that no Indemnified's Insurance will become effective in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR respect to any claim intended by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will this Agreement to be apportioned as determined covered by the courtindemnifier's insurance until all the indemnifier's insurance is fully exhausted. Neither Each party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior will furnish to the provision other party evidence of services under this Agreementsuch insurance, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORrequest.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Copromotion Agreement (Cytyc Corp)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) BMS shall defend, indemnify and hold COUNTYWFHC and its employees, its elected and appointed officialsagents, 7 officers, directors, employees, agents directors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board affiliates (“COUNTY INDEMNITEES”a "WFHC Party") harmless from and against any 9 claimsand all losses, liabilities, obligations, judgmentsclaims, causes fees (including, without limitation, attorneys fees), expenses incurred by a WFHC Party that are claimed by any Third Party and that result from or arise in connection with (i) the breach of actionsany covenant, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out representation or warranty of or resulting from 11 CONTRACTOR’s performance under BMS contained in this Agreement, where such claims are caused (ii) the manufacturing, sale or distribution of the Product by BMS or any licensee or affiliate thereof, including, without limitation, any claim of patent infringement, (iii) any product liability claim related to the negligenceProduct, 12 recklessnessincluding, without limitation, the use by any person of any Product that was manufactured, sold or willful misconduct distributed by BMS or any licensee or affiliate thereof, (iv) any contamination of CONTRACTORor defect in the Product; and (v) breach by BMS of its obligations under Article 10 hereof. Notwithstanding anything in this Section 14(a), its officers, employees or agents, except that 13 CONTRACTOR BMS shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES a WFHC Party for any liability related to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate Product for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S WFHC has assumed an indemnification obligation under Subparagraph X, Section 14(b) below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify(b) WFHC shall defend, defend indemnify and hold CONTRACTOR, BMS and its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directorsofficers, membersdirectors and affiliates (a "BMS Party") harmless from and against any and all losses, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation liabilities, obligations, claims, fees (including, without limitation, attorneys fees), expenses and applicable standards of good clinical practice. If judgment is entered lawsuits brought against 37 COUNTY and CONTRACTOR or incurred by a court BMS Party by a Third Party resulting from or arising in connection with (i) the breach by WFHC of competent jurisdiction because any covenant, representation or warranty of WFHC contained in this Agreement, (ii) any contamination, mislabeling, or adulteration of any Samples while such Samples are under the control of WFHC, and/or (iii) breach by WFHC of its obligations under Article 10 hereof.
(c) To receive the benefits of the concurrent active 1 negligenceindemnity under clauses (a) or (b) above, recklessnessas applicable, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each an indemnified Party agrees to provide must (i) give the indemnifying party with 5 written notification notice of any claim related to this Agreement within ten or potential claim promptly after the indemnified party receives notice of any such claim; (10ii) business days of notice 6 thereof, and in the event allow the indemnifying party is subsequently named a party to assume the control of the defense and settlement (including all decisions relating litigation, defense and appeal) of any such claim (so long as it has confirmed its indemnification obligation responsibility to such claimindemnified Party under this Article 14); and (iii) so long as such cooperation does not vitiate any legal privilege to which it is entitled, each party 7 shall reasonably cooperate with the indemnifying party in its defensedefense of the claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim at its/his/her sole cost and expense. An indemnifying party shall have no liability under this Article 14 as to any claim for which settlement or compromise of such claim or an offer of settlement or compromise of such claim is made by an indemnified Party without the prior consent of the indemnifying party.
8 D. Prior (d) WFHC acknowledges and agrees that any WFHC sales force personnel (including contract sales personnel, telemarketers, detail personnel, independent contractors, employees, and agents) used by WFHC to the provision of services fulfill its obligations under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreementare not, and provide Certificates of Insurance and endorsements annually upon renewal are not intended to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.or
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees 9.1 Subject to Section 9.2, CONNETICS shall indemnify and hold COUNTYSXXXXXX and SXXXXXX’X Affiliates, its elected and appointed officialstheir respective directors, 7 officers, directors, employees, employees and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from and against any 9 claimsand all liability, liabilitiesdamage, obligationsloss, judgmentscost or expense, causes of actionsincluding without limitation reasonable attorneys fees, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s any non-Party claim made or suit brought against such entities and/or persons, to the extent that such claim or suit is (i) caused by CONNETICS or CONNETICS’ Affiliates’ breach of law or its negligence or willful misconduct in connection with the sale of Products or the performance of its obligations under this Agreement, where such claims are ; or (ii) is caused by CONNETICS’ breach of this Agreement. Upon filing of any such claim or suit, SXXXXXX shall, within a reasonable period, notify CONNETICS thereof and shall permit CONNETICS at CONNETICS’ cost to handle and control such claim or suit. SXXXXXX shall have the negligence, 12 recklessness, right to participate in the defense of such claim or willful misconduct suit at its own expense. SXXXXXX shall cooperate with CONNETICS in the investigation and defense of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR any matter for which an indemnification claim is made.
9.2 CONNETICS shall not be obligated to indemnify COUNTY any such entities and/or persons for any liability, damage, loss, cost or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, expense which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligencewillful misconduct or negligence of SXXXXXX or SXXXXXX’X Affiliates, 33 recklessnessor their respective directors, officers, employees and agents.
9.3 Subject to Section 9.4, SXXXXXX shall indemnify and hold CONNETICS and CONNETICS’ Affiliates’, and their respective directors, officers, employees and agents harmless from and against any and all liability, damage, loss, cost or expense, including without limitation reasonable attorneys fees, resulting from any non-Party claim made or suit brought against such entities and/or persons, to the extent that such claim or suit is (i) is caused by SXXXXXX or SXXXXXX’X Affiliates’ breach of law or its negligence or willful misconduct in connection with the sale of COUNTYProducts or the performance of its obligations under this Agreement; or (ii) is caused by SXXXXXX’X breach of this Agreement. Upon filing of any such claim or suit, CONNETICS shall, within a reasonable period, notify SXXXXXX thereof and shall permit SXXXXXX at its officers, employees cost to handle and control such claim or agents, except that COUNTY 34 suit. SXXXXXX shall have the right to participate in the defense of such claim or suit at its own expense. CONNETICS shall cooperate with SXXXXXX in the investigation and defense of any matter for which an indemnification claim is made.
9.4 SXXXXXX shall not be obligated to indemnify CONTRACTORany such entities and/or persons for any liability, its damage, loss, cost or expense which is caused by the willful misconduct or negligence of CONNETICS or CONNETICS’ Affiliates, or their respective directors, officers, employees, employees and agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR 8.1 Corixa shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTORharmless DFCI, its Dana-Xxxxxx Inc., the parent corporation of DFCI, and their respective trustees, officers, medical and professional staff, employees, 28 agentsand agents and their respective successors, directorsheirs and assigns (the "Indemnitees"), membersagainst any liability, shareholders and/or affiliates harmless from damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the Indemnitees, or any one of them, in connection with any claims, liabilitiessuits, 29 obligations, judgments, causes of actions, costs and expenses demands or judgments (including reasonable attorney’s feesa)
8.2 Corixa's indemnification under 8.1 (a) 30 (together “claims”) which are asserted against CONTRACTOR arising out shall apply to any liability, damage, loss or expense whether or not it is attributable to the negligent activities of the use Indemnitees. Corixa's indemnification under 8.1 (b) shall not apply to any liability, damage, loss or expense to the extent that it is attributable to (i) the negligent activities of the System by 31 COUNTY Indemnitees, or (except for claims that fall within ii) the scope intentional wrongdoing or intentional misconduct of Subparagraph X. below) the Indemnitees.
8.3 Corixa agrees, at its own expense, to provide attorneys reasonably acceptable to DFCI to defend against any actions brought or resulting from 32 COUNTY’s performance under filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought.
8.4 At such time as any product, process or service relating to, or developed pursuant to, this Agreement where such claims are caused is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by the negligence, 33 recklessness, Corixa or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court licensee, affiliate or agent of competent jurisdiction because of the concurrent active 1 negligenceCorixa, recklessnessCorixa shall, or willful misconduct of CONTRACTOR or at its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY sole cost and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy procure and maintain policies of comprehensive general liability insurance in amounts not less than [***] per incident and [***] annual aggregate and naming the COUNTY that the Indemnitees as additional insureds. Such comprehensive general liability insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance shall provide (a) product liability coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance (b) broad form contractual liability coverage for Corixa's indemnification under Sections 8.1 and endorsements annually upon renewal to COUNTY 13 during the entire term 8.3 of this Agreement. In addition, If Corixa elects to self-insure all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice part of the limits described above (including deductibles or retentions which are in excess of [***] annual aggregate), such self-insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 program must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for DFCI and the full term DFCI's associated Risk Management Foundation. The minimum amounts of 29 this Agreement, the COUNTY may terminate insurance coverage required under these provisions shall not be construed to create a limit of Corixa's liability with respect to its indemnification obligation under Sections 8.1 through 8.3 of this Agreement.
8.5 Corixa shall provide DFCI with written evidence of such insurance upon request of DFCI. Corixa shall provide DFCI with written notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance; if Corixa does not obtain replacement insurance providing comparable coverage, including self insurance, within such fifteen (15) day period, DFCI shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without any notice or additional waiting periods.
8.6 Corixa shall maintain such comprehensive general liability insurance beyond the expiration or termination
8.7 In the event any such action is commenced or claim made or threatened against DFCI or other Indemnitees as to which Corixa is obligated to indemnify it (them) or hold it (them) harmless, DFCI or the other Indemnitees shall promptly notify Corixa of such event. Corixa shall assume the defense of, and may settle, that part of any such claim or action commenced or made against DFCI (or other Indemnitees) which relates to Corixa's indemnification and Corixa may take such other steps as may be necessary to protect itself. Corixa shall not be liable to DFCI or other Indemnitees on account of any settlement of any such claim or litigation affected without Corixa's consent. The right of Corixa to assume the defense of any action shall be limited to that part of the action commenced against DFCI and/or Indemnitees which relates to Corixa's obligation of indemnification and holding harmless.
8.8 This Article VIII shall survive expiration or termination of this Agreement.
Appears in 1 contract
Samples: Licensing Agreement (Corixa Corp)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed19.1 LICENSEE will, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoingwill require its sublicensees to, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, hold harmless, and defend REGENTS and hold CONTRACTOR, its officers, employees, 28 and agents; sponsor(s) of the research that led to the INVENTION and BIOLOGICAL MATERIAL included in REGENTS’ PROPERTY RIGHTS; and the inventors of any patents and patent applications under REGENTS’ PATENT RIGHTS and their employers against any and all losses, directorsdamages, memberscosts, shareholders and/or affiliates harmless from any claimsfees, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR resulting from third party claims and suits arising out of the exercise of this license or any sublicense or any use or possession of the System by 31 COUNTY (except for claims BIOLOGICAL MATERIAL. This indemnification will include, but not be limited to, any product liability claims.
19.2 LICENSEE, at its sole cost and expense, will ensure that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligenceapplicable entity performing activities in connection with any work performed hereunder, 33 recklessnesswhether LICENSEE, an AFFILIATE, or willful misconduct a sublicensee, will obtain, keep in force, and maintain the following insurance:
(a) prior to the start of COUNTYclinical trials of a LICENSED PRODUCT, its officersCommercial Form General Liability Insurance (contractual liability included) with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***] 4D Molecular Therapeutics LLC Exclusive License
(b) upon the start of any clinical trials of a LICENSED PRODUCT, employees Commercial Form General Liability Insurance (contractual liability included), and product liability insurance if not otherwise included, with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***]
(c) upon the first commercial sale of a LICENSED PRODUCT, LICENSED SERVICE or agentsLICENSED METHOD, except that COUNTY 34 Commercial Form General Liability Insurance (contractual liability included), and product liability insurance if not otherwise included, with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***] If the above insurance is written on a claims-made form, it shall not be obligated to indemnify CONTRACTORcontinue for [***] ([***]) years following termination or expiration of this Agreement.
(d) worker’s compensation as legally required in the jurisdiction in which LICENSEE, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessnessan AFFILIATE, or willful misconduct a sublicensee, as applicable, is doing business. LICENSEE will promptly notify REGENTS of CONTRACTOR or its officersany material reduction in the insurance coverages below the amounts required hereunder.
19.3 The coverage and limits referred to in Paragraph 19.2 above will not in any way limit the liability of LICENSEE under Paragraph 19.
1. Upon the execution of this Agreement, employeesLICENSEE will furnish REGENTS with certificates of insurance evidencing compliance with all requirements. Such certificates will: 4D Molecular Therapeutics LLC Exclusive License
(a) where possible, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree provide for [***] ([***]) days’ ([***] ([***]) days for non-payment of premium) advance written notice to REGENTS of any cancellation of insurance coverages;
(b) indicate that liability 3 REGENTS has been endorsed as an additional insured under the coverage described above in Paragraph 19.2; and
(c) include a provision that the coverage will be apportioned as determined primary and will not participate with, nor will be excess over, any valid and collectable insurance or program of self-insurance maintained by the court. Neither party shall request a jury apportionmentREGENTS.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification 19.4 REGENTS will promptly notify LICENSEE in writing of any claim related or suit brought against REGENTS for which REGENTS intends to this Agreement within ten (10) business days invoke the provisions of notice 6 thereofParagraph 19.1. LICENSEE will keep REGENTS informed of its defense of any claims pursuant to Paragraph 19.1, and REGENTS will cooperate reasonably in any such suit. If REGENTS invokes the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees Paragraph 19.1, REGENTS will not make any admissions or take any actions in such claim or suit that may prejudice or impair LICENSEE’s ability to keep defend such insurance coverage in effect during the entire term of this 12 Agreementclaim or suit without LICENSEE’s prior written consent, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work LICENSEE will not admit liability or wrongdoing on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORREGENTS without REGENTS’ prior written consent.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Exclusive License and Bailment Agreement (4D Molecular Therapeutics Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to 20.1 Master Franchisee shall, at its own expense, defend, indemnify and hold COUNTYharmless the THRI Indemnified Parties, with counsel reasonably acceptable to THRI, from and against any and all Losses sustained or incurred by the THRI Indemnified Parties, or any one or more of them, based upon or arising directly or indirectly out of any breach of this Agreement or negligent act, error or omission in connection with this Agreement by Master Franchisee or its elected employees or agents; and appointed officialsany Claim by or liability to any Franchisee in the Territory by reason of any material failure by Master Franchisee to provide Services in accordance with this Agreement.
20.2 Without limiting the generality of the foregoing, 7 officersMaster Franchisee shall defend, directors, employees, agents indemnify and those special districts hold harmless the THRI Indemnified Parties from and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY Losses arising out of or resulting in connection with one or more of the following:
20.2.1 Master Franchisee’s offering or sale of franchises for Franchised Restaurants;
20.2.2 the performance of Master Franchisee under the Company Franchise Agreement, under any of the Territory Development Agreements and the Franchise Agreements, the operation of Direct-Owned Restaurants and Franchised Restaurants, including any action taken by Master Franchisee to enforce compliance by Franchisees with the obligations under the Franchise Agreements, and any product liability Claims;
20.2.3 the quality or quantity of advertising or promotional materials produced and paid for from 11 CONTRACTORthe Advertising Fund, to the extent not substantially compliant with this Agreement;
20.2.4 any material prepared or supplied by Master Franchisee or any Affiliate thereof under this Agreement or any material prepared or supplied by THRI for a market other than the Territory that THRI has made available to Master Franchisee for use in the Territory, including, but not limited to, Claims, causes of action and suits alleging libel, slander, defamation, invasion of privacy, plagiarism, piracy, idea or trade secret misappropriation, trademark or copyright infringement, other violations of intellectual property rights or any other failure of Master Franchisee or any Affiliate thereof to comply with any applicable Laws, notwithstanding the fact that the material may have been approved by THRI (hereinafter, “Intellectual Property Claims”), but excluding any Intellectual Property Claims relating to ownership and validity of the Xxx Hortons Marks or the Xxx Hortons Domain Names;
20.2.5 deceptive or fraudulent activities, corporate malfeasance, negligence or misconduct in connection with Master Franchisee’s performance under this Agreement, where which is determined by a final court judgment or arbitral award;
20.2.6 any material Claim, action or demand of any kind or nature whatsoever brought by any employee, agent, subcontractor or independent contractor of Master Franchisee, any employee of any agent, subcontractor or independent contract of Master Franchisee, or an Affiliate thereof;
20.2.7 any injury or death to natural persons, or injury or damage to property, during the rendering of Services required of Master Franchisee hereunder, if it is ruled by a final court judgment or arbitral award that such claims are caused injury occurred in whole or in part as a result of acts of Master Franchisee or its employees or agents, whether said loss is sustained by THRI or any other Person(s) or third parties; and
20.2.8 any failure of Master Franchisee or any of its Affiliates to properly remit any tax payments required hereunder.
20.3 Master Franchisee’s indemnification obligations hereunder shall be in effect from the Original Commencement Date and shall survive the termination of this Agreement and continue for one (1) year after the expiry of the statute of limitations applicable to any such Claim on the condition that a matter covered by this indemnity has arisen before the termination of this Agreement.
20.4 The right to indemnity hereunder shall exist notwithstanding that joint or several liability may be imposed upon the THRI Indemnified Parties by statute, ordinance, regulation or judicial decision. Master Franchisee’s obligation to defend and indemnify the THRI Indemnified Parties is separate and distinct from its obligation to maintain insurance under this Agreement and the Company Franchise Agreement, and is not limited by the negligenceamount of insurance required by THRI under this Agreement and the Company Franchise Agreement.
20.5 Notwithstanding the foregoing, 12 recklessness, no THRI Indemnified Party shall be indemnified or held harmless from any Losses to the extent that such Losses result from the negligence or willful misconduct of CONTRACTORany such THRI Indemnified Party, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because pursuant to a final and unappealable judgment (a “Final Judgment”), provided that (i) if Master Franchisee has assumed the defense of the concurrent active 1 negligenceClaim, recklessnessMaster Franchisee will advance all costs and expenses in connection with the defense of the Claim as such costs and expenses are incurred until such time as there is a Final Judgment, (ii) if the THRI Indemnified Party assumes the defense of the Claim, Master Franchisee will pay all costs and expenses in connection with the defense of the Claim as such costs and expenses are incurred until such time as there is a Final Judgment; and (iii) if the Final Judgment determines that any THRI Indemnified Party has contributed to the Losses through its own contributory negligence or willful misconduct misconduct, THRI shall repay to Master Franchisee a portion of CONTRACTOR the amount advanced by Master Franchisee or its officerspaid to the THRI Indemnified Party in proportion to the degree of contributory negligence of such THRI Indemnified Party, employeesas determined in such Final Judgment.
20.6 Notwithstanding anything to the contrary in this clause 20, agents, 2 directors, members, shareholders and/or affiliates, COUNTY any sum recovered by the relevant THRI Indemnified Party through insurance or otherwise (less any reasonable out-of-pocket expenses incurred by such THRI Indemnified Party in recovering the sum and CONTRACTOR agree any tax attributable to or suffered in respect of the sum recovered) will reduce the amount of the Losses in respect of which a Claim can be made under clause 20.1 or clause 20.2 by an equivalent amount.
20.7 THRI shall advise Master Franchisee if it receives notice that liability 3 a Claim has been or will be apportioned filed with respect to a matter covered by this indemnity and provide Master Franchisee with such information as determined Master Franchisee may reasonably require to assume the defense of the Claim. In such event, Master Franchisee shall be given the opportunity to assume the defense thereof with counsel reasonably acceptable to THRI, and THRI shall have the right to participate in the defense of any Claim against THRI that is assumed by Master Franchisee at THRI’s own cost and expense. THRI and Master Franchisee shall consult with counsel in connection with any proposed settlement to assess and determine the viability of any Claim and the appropriate amount of the proposed settlement. Master Franchisee shall not, without the prior written consent of the applicable THRI Indemnified Parties, settle, compromise or offer to settle or compromise any such Claim unless the terms of such settlement provide for (a) a full and unqualified release of the THRI Indemnified Parties, (b) no admission of liability, fault or violation of Law or contract, and (c) no relief other than payments of monetary damages that are not to be paid by the court. Neither party shall request a jury apportionmentTHRI Indemnified Parties, subject to clause 20.5.
4 C. Except for Subparagraph X20.8 Notwithstanding the foregoing, belowat THRI’s option, each Party agrees THRI may hire attorneys of its own choice, to provide manage and defend any Claim, at Master Franchisee’s cost, risk and expense; provided, however, that THRI will not consent to the indemnifying party with 5 written notification entry of any claim related to this Agreement within ten (10) business days of notice 6 thereofjudgment or enter into any settlement without Master Franchisee’s prior written consent, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defensewhich consent will not be unreasonably withheld or delayed.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Master Development Agreement (TH International LTD)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify (a) Company will defend, indemnify, and hold COUNTYharmless Mayo, its elected Mayo’s Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESMayo Indemnitees”) harmless from any 9 and all claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs costs, expenses, damages and expenses liabilities (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or resulting from 11 CONTRACTOR’s performance under this Agreementconnected with: (a) the practice or exercise of any rights granted hereunder by or on behalf of Company; (b) research, where such claims are caused by development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; (c) any act or omission of Company hereunder, including the negligence, 12 recklessness, negligence or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR thereof; and (d) any claims by *** relating to ***. Mayo and Mayo Affiliates shall not be obligated have no obligation to indemnify COUNTY or COUNTY INDEMNITEES Company hereunder.
(b) The parties agree that this indemnity should be construed and applied in favor of maximum indemnification of Mayo Indemnitees.
(c) Company will continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the 14 extent liability assumed by Company hereunder during the Term and after, such amount being at least *** In addition, such policy will ***as ***
(d) Company expressly waives any right of subrogation that the claims arose it may have against Mayo Indemnitees resulting from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTORany claim, which approval shall not unreasonably be withheld or delayeddemand, liability, judgment, settlement, costs, fees (including attorneys’ fees), and provided that 18 any settlement or compromise shall provide expenses for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment which Company is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees obligated to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates Mayo Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees Group covenants to indemnify indemnify, defend, and hold COUNTYharmless Legends Hospitality, its elected LLC, the Venue, New York Yankees Partnership, FSL Bomber Baseball, LLC, Tampa Sports Authority, City of Tampa and appointed officialsHillsborough Counter, 7 and such other parties as Legends or the Venue may require (e.g. Venue landlord, local municipality, etc.), and all subsidiaries, related or affiliated companies, respective officers, directors, employeesagents, agents owners, and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as employees (collectively the governing Board (“COUNTY INDEMNITEESIndemnitees”) harmless from and against any 9 and all demands, claims, liabilitiessuits, obligationsactions (including pre-lawsuit court orders), judgmentslosses, causes of actionsdamages, costs and liabilities (determined by verdict, judgment, or good faith settlement claim) or expenses (including including, but not limited to, reasonable 10 attorneys’ feesfees and investigatory fees incurred in connection with defending third party claims, whether or not valid, and in enforcing this covenant) (togethercollectively, “claimsClaims”) which are asserted against COUNTY arising out of incurred or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused allegedly incurred by the negligenceIndemnitees or any third parties during or in connection with the Event, 12 recklessness, except to the extent that any such Claims are the result of the Indemnitees’ gross negligence or willful misconduct of CONTRACTORmisconduct.
B. Group agrees to maintain General Liability insurance, covering Group, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessnessguests, or willful misconduct invitees, with an ISO form 2010 or better, through a carrier rated A or better, licensed to do business in the Forum State (as defined below), naming the Indemnities as Additional Insureds, with coverage and limits as outlined: (i) Commercial General Liability Insurance on an occurrence form covering the liability of CONTRACTOR or its officersGroup for damage to property, employeesbodily injury, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification death of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and individual or individuals in the amount of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate; (ii) Damage to Rented Premises in the amount of not less than One Million Dollars ($1,000,000.00) in the aggregate; (iii) Personal & Advertising Injury in the amount of not less than One Million Dollars ($1,000,000.00) in the aggregate; (iv) Products and Completed Operations Liability Insurance of not less than Two Million Dollars ($2,000,000.00) in the aggregate; and participant legal liability (if the event includes any on-field athletic ability) in the indemnifying party is subsequently named amount of not less than One Million Dollars ($1,000,000.00) in the aggregate. The Group shall provide a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof certificate of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through Legends on or before the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timeFinal Menu Selection Date.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Special Events Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees 9.1 UMB and its officers and employees acting within the scope of their employment by UMB are subject to indemnify the Maryland Tort Claims Act, Title 12, Subtitle 1, State Government Article, Annotated Code of Maryland, which permits, under certain circumstances and subject to limitations provided by law, claims in tort against the State of Maryland related to negligence of UMB employees. In order to file a claim under the Act, a claimant must submit a written claim to the Treasurer of the State of Maryland or a designee of that office within one year after the injury to the person or property that is the basis of the claim.
9.2 Sponsor warrants that it maintains a policy or program of insurance or self- insurance at levels sufficient to support the indemnification obligations assumed herein. A certificate evidencing such coverage will be delivered to UMB upon request.
9.3 Sponsor shall defend, indemnify, and hold COUNTYharmless UMB, its elected and appointed officialsUMB Personnel, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedUMB Related Organizations, and provided that 18 any settlement or compromise shall provide for a full release the State of COUNTY. Notwithstanding the 19 foregoingMaryland, CONTRACTOR’S obligation under Subparagraph Xand their respective regents, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agentsstudents, directorssubcontractors, membersand agents (each individually a “UMB Party”) against any claim, shareholders and/or affiliates harmless from liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees, expert witness fees, court costs and other costs and expenses of litigation at trial and appellate levels) incurred by or imposed upon any UMB Party in connection with any claims, liabilitiessuits, 29 obligations, judgments, causes of actions, costs and expenses demands or judgments arising directly or indirectly from (including reasonable attorneya) Sponsor’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out use or reporting of the Results; (b) use of any material or equipment provided by Sponsor resulting in a claim of patent infringement or violation of proprietary rights against a UMB Party; and/or (c) Sponsor’s negligence, intentional misconduct, or breach of this Agreement, or that by any Sponsor employee or agent.
9.4 The agreement to defend, indemnify, and hold harmless a UMB Party is conditioned upon: (a) the System by 31 COUNTY (except for claims that fall within UMB Party or UMB promptly notifying Sponsor in writing after the scope UMB Party receives notice of Subparagraph X. below) or resulting from 32 COUNTY’s performance any claim; provided, however, the failure to so notify Sponsor will not relieve Sponsor of any obligation which it may have to a UMB Party under this Agreement where or otherwise, to the extent that such claims are failure or delay does not actually and materially prejudice Sponsor; and (b) the UMB Party cooperating with Sponsor in the defense of the claim (but at Sponsor’s expense). The agreement to defend, indemnify, and hold harmless a UMB Party will not apply to the extent that the claim, cost, or liability was solely caused by the negligencenegligence or intentional misconduct of that UMB Party. Notwithstanding the foregoing, 33 recklessnesseach UMB Party will have the right to participate at its own expense in the defense of any claims through counsel of its own choosing. Sponsor will not settle any claim in any manner that affects a UMB Party’s rights without that UMB Party’s prior written consent, which will not be unreasonably withheld, conditioned, or willful misconduct delayed.
9.5 UMB and Sponsor further agree that nothing in this Agreement will be interpreted as: (a) a denial to either party of COUNTY, any remedy or defense available to it under the laws of the State of Maryland; (b) the consent of the State of Maryland or its officers, employees or agents, except that COUNTY 34 shall not agencies, or instrumentalities to be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards sued; or (c) a waiver of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because sovereign immunity or any other governmental immunity of the concurrent active 1 negligence, recklessness, or willful misconduct State of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY Maryland and CONTRACTOR agree that liability 3 will be apportioned as determined by UMB beyond the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification extent of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defensewaiver provided by law.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice10.1. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY LICENSEE agrees to indemnify, defend defend, and hold CONTRACTORharmless TEMPLE, its trustees, officers, employeesemployees and agents (the "Indemnitees") against any and all claims, 28 agentsdamages, directors, members, shareholders and/or affiliates harmless from any claimslosses, liabilities, 29 obligationscosts or expenses, judgments, causes of actions, costs and expenses including attorneys' fees (including reasonable attorney’s feesbut not limited to claims for death or injury to person or damage to property) 30 arising, directly or indirectly, from LICENSEE's exercise of the rights granted hereunder, including but not limited to commercial sale and clinical use of LICENSED PRODUCT by LICENSEE, its SUBLICENSEES or any customers of any of them in any manner whatsoever. TEMPLE shall give LICENSEE written notice of any such claim(s) within thirty (together “claims”30) days, and TEMPLE shall reasonably cooperate with LICENSEE and its insurance carrier in the defense of any such claim(s). This indemnity shall not extend to claims arising from TEMPLE's use of LICENSED PRODUCT as set forth in Article 3.2.
10.2. LICENSEE's minimum insurance requirements are as follows: Upon the execution of this Agreement LICENSEE shall at its sole cost and expense, procure and maintain in effect a comprehensive general liability policy of insurance in single limit coverage of not less than two million dollars ($2,000,000) per incident and two million dollars ($2,000,000) annual aggregate for death, bodily injury or illness and two hundred fifty thousand dollars ($250,000) annual aggregate in property damage. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for LICENSEE's indemnification. If LICENSEE elects to self-insure all or part of the limits described above (including deductibles or retention which are asserted against CONTRACTOR arising out in excess of $50,000 annual aggregate) such self-insurance program must be acceptable to TEMPLE. Each such policy of insurance shall name Indemnitees as additional insureds and shall provide for not less than thirty (30) days prior written notice before any cancellation or material change in coverage shall be effective. A certificate of insurance evidencing the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 comprehensive general liability policy herein defined shall not be obligated delivered to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement TEMPLE within ten (10) business days of notice 6 thereofthe EFFECTIVE DATE. LICENSEE shall maintain such comprehensive general liability insurance for not less than fifteen (15) years after the expiration or termination of this Agreement.
10.3. In the event that LICENSEE does not maintain such insurance, but is self-insured, or carries a substantial self-retention, TEMPLE may grant permission for such self-insurance only if, in the sole discretion of TEMPLE, the net worth, assets and earnings of the LICENSEE are deemed sufficient to protect TEMPLE's economic interests in the event the indemnifying party is subsequently named a party to such claimof claims, each party 7 shall cooperate with the indemnifying party in its defenseliability, demands, damages, expenses and losses from death, personal injury, illness, or property damage.
8 D. Prior to the provision 10.4. The minimum amounts of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage required under Article 10.2 shall not limit LICENSEE 's liability with respect to its indemnification in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term Article 10.1 or any other provision of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR 10.5. LICENSEE shall ensure that include in the terms of any sublicense a provision obligating the SUBLICENSEE to procure and maintain in effect, at all subcontractors performing work on behalf times during which the SUBLICENSEE manufactures, uses, sells, leases, or otherwise transfers or disposes of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms LICENSED PRODUCTS and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall a reasonable period of time thereafter but in any event not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof fifteen (15) years, a comprehensive general liability policy of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timehaving providing coverages and limits no less that those specified in Article 10.2.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Exclusive License Agreement (Save the World Air Inc)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to 9.1. Licensee will defend, indemnify and hold COUNTYFoundation, its elected and appointed officials, 7 officers, directorstrustees, employees, employees and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from and against any 9 and all claims, liabilities, obligations, judgments, causes of actions, costs suits, loss, injury, expenses, damages, liability, cost and expenses (including reasonable 10 attorneys’ fees, whether incurred as a result of a third party claim or a claim to enforce this provision) (together, “claims”) which are asserted against COUNTY of any kind or nature arising out of of, or resulting from 11 CONTRACTOR’s performance from, the exercise or practice of the license granted under this Agreement, where such claims are caused by including without limitation, liabilities arising from the negligenceproduction, 12 recklessnessmanufacture, sale, use, lease, or willful misconduct advertisement of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTYLicensed Products. Any settlement will require Foundation’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTORprior written approval, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated unreasonably withheld. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION
9.2. Licensee will at all times comply, through insurance or self-insurance, with all statutory worker’s compensation and employers’ liability requirements covering all employees with respect to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services activities performed under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf Licensee will maintain, from the initiation of 14 CONTRACTOR pursuant human trials, if applicable, and for so long as Licensee customarily maintains insurance for its other products, Comprehensive General Liability Insurance, including Products Liability Insurance, with reputable and financially secure insurance carriers to cover the activities of Licensee and its sublicensees. This insurance will provide minimum limits of Product Liability Insurance of [*] until first commercial sale of Licensed Product or execution of the first sublicense, and then increase to a minimum of [*] of Product Liability Insurance for the remaining term of this Agreement shall obtain Agreement. This insurance subject will include the Foundation and the State University of New York their regents, officers, employees, students and agents as additional insureds. This insurance will be written to cover claims made during or after the same terms and 15 conditions as expiration of this Agreement. Licensee will advise Foundation, in writing that it maintains excess liability coverage over primary insurance for at least the minimum limits set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTORabove. At Foundation’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles applyrequest, indicate this on the Licensee will furnish a Certificate of Insurance with a zero evidencing primary coverage and requiring thirty (030) by 27 days prior written notice of cancellation or material change to Foundation. All insurance of Licensee will be primary coverage; insurance of Foundation or the appropriate line State University of coverageNew York will be excess and noncontributory.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) Medtronic shall defend, indemnify and hold COUNTYHorizon and its employees, its elected and appointed officialsagents, 7 officers, directors, employees, agents directors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board affiliates (“COUNTY INDEMNITEES”an "Horizon Party") harmless from and against any 9 claimsand all losses, liabilities, obligations, judgmentsclaims, causes of actionsfees (including, costs without limitation, attorneys fees), expenses incurred by Horizon Party and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under or arising in connection with (i) the breach of any covenant, representation or warranty of Medtronic contained in this Agreement, where (ii) the manufacturing, sale or distribution of the Product by Medtronic (or any component part thereof), including, without limitation, any claim of patent infringement or any claim, lawsuit or other action resulting solely from Horizon's proper use of the Trademarks in accordance with the terms hereof, (iii) any product liability claim related to the Product, including, without limitation, the use by any person of any Product that was manufactured, sold or distributed by Medtronic or any licenses or affiliate thereof, (iv) any contamination to or defect in the Product, and (v) the successful enforcement by A Horizon Party of its rights under this Section 13(a) except to the extent such claims losses, liabilities, obligations, claims, fees or expenses are caused by the negligence, 12 recklessness, based upon negligence or willful misconduct of CONTRACTORmalfeasance by Horizon. In addition, its officers, employees or agents, except that 13 CONTRACTOR Medtronic shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES Horizon for any liability related to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate Product for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S Horizon has assumed an indemnification obligation under Subparagraph X, Section 13(b) below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify(b) Horizon shall defend, defend indemnify and hold CONTRACTOR, Medtronic and its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directorsofficers, membersdirectors and affiliates (a "Medtronic Party") harmless from and against any and all losses, 35 shareholders and/or affiliates liabilities, obligations, claims, fees (including, without limitation, attorney fees), expenses and lawsuits brought against or incurred by a Medtronic Party resulting from or arising in connection with (i) the breach of Horizon of any covenant, representation or warranty of Horizon contained in this Agreement, or (ii) the successful enforcement by a Medtronic Party of its rights under this Section 13(b).
(c) To receive the benefits of the indemnity under clauses (a) or (b) above, as applicable, the indemnified party must give the indemnifying party written notice of any claim or potential claim, promptly after the indemnified party receives notice of any such claim. The indemnifying party shall have the right to assume the defense of any such claim if COUNTY has used CONTRACTOR’S system in accordance with it assumes responsibility to the 36 Documentation and applicable standards of good clinical practiceindemnified party under this Section 13. If judgment the indemnifying party defends the claim, the indemnified party may participate in, but not control, the defense of such claim at its sole costs and expense. An indemnifying party shall have no liability under this Section 13 as to any claim for which settlement or compromise or an offer of settlement or compromise is entered against 37 COUNTY and CONTRACTOR made by a court of competent jurisdiction because the indemnified party without the prior consent of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. indemnifying party.
(d) Neither party shall request a jury apportionmentbe liable to the other party under this Section 13 for any special, consequential or indirect damages suffered by the other party including, without limitation, lost profits.
4 C. Except for Subparagraph X, below, each Party agrees (e) Each party shall use its commercially reasonable efforts to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same against such risks (including product liability) and upon such terms (including coverages, deductible limits and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRsretentions) as is customary for the activities to be conducted by it under this Agreement and deductibles is appropriate to cover its indemnification obligations hereunder. Each party shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable furnish to the COUNTY for the full term other party evidence of 29 this Agreementsuch insurance, the COUNTY may terminate this Agreementupon request.
Appears in 1 contract
Samples: Copromotion Agreement (Horizon Medical Products Inc)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice10.1. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY LICENSEE agrees to indemnify, defend defend, and hold CONTRACTORharmless TEMPLE, its trustees, officers, employeesemployees and agents (the "Indemnitees") against any and all claims, 28 agentsdamages, directors, members, shareholders and/or affiliates harmless from any claimslosses, liabilities, 29 obligationscosts or expenses, judgments, causes of actions, costs and expenses including attorneys' fees (including reasonable attorney’s feesbut not limited to claims for death or injury to person or damage to property) 30 arising, directly or indirectly, from LICENSEE's exercise of the rights granted hereunder, including but not limited to commercial sale and clinical use of LICENSED PRODUCT by LICENSEE, its SUBLICENSEES or any customers of any of them in any manner whatsoever. TEMPLE shall give LICENSEE written notice of any such claim(s) within thirty (together “claims”30) days, and TEMPLE shall reasonably cooperate with LICENSEE and its insurance carrier in the defense of any such claim(s). This indemnity shall not extend to claims arising from TEMPLE's use of LICENSED PRODUCT as set forth in Article 3.2.
10.2. LICENSEE's minimum insurance requirements are as follows: Upon the execution of this Agreement LICENSEE shall at its sole cost and expense, procure and maintain in effect a comprehensive general liability policy of insurance in single limit coverage of not less than two million dollars ($2,000,000) per incident and two million dollars ($2,000,000) annual aggregate for death, bodily injury or illness and two hundred fifty thousand dollars ($250,000) annual aggregate in property damage. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for LICENSEE's indemnification. If LICENSEE elects to self-insure all or part of the limits described above (including deductibles or retention which are asserted against CONTRACTOR arising out in excess of $50,000 annual aggregate) such self-insurance program must be acceptable to TEMPLE. Each such policy of insurance shall name Indemnitees as additional insureds and shall provide for not less than thirty (30) days prior written notice before any cancellation or material change in coverage shall be effective. Acertificate of insurance evidencing the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 comprehensive general liability policy herein defined shall not be obligated delivered to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement TEMPLE within ten (10) business days of notice 6 thereof, and in the event EFFECTIVE DATE. LICENSEE shall maintain such comprehensive general liability insurance for not less than fifteen (15) years after the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term expiration or termination of this Agreement. Temple University Exclusive License to STWA
10.3. In additionthe event that LICENSEE does not maintain such insurance, all subcontractors performing work on behalf but is self-insured, or carries a substantial self-retention, TEMPLE may grant permission for such self-insurance only if, in the sole discretion of 14 CONTRACTOR pursuant TEMPLE, the net worth, assets and earnings of the LICENSEE are deemed sufficient to this Agreement shall obtain insurance subject to protect TEMPLES economic interests in the same terms event of claims, liability, demands, damages, expenses and 15 conditions as set forth herein for CONTRACTORlosses from death, personal injury, illness, or property damage.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf 10.4. The minimum amounts of 17 CONTRACTOR pursuant to this agreement shall be covered insurance coverage required under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR Article 10.2 shall not allow subcontractors limit LICENSEE 's liability with respect to work if subcontractors have less 20 than the level its indemnification in Article 10.1 or any other provision of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
10.5. LICENSEE shall include in the terms of any sublicense a provision obligating the SUBLICENSEE to procure and maintain in effect, at all times during which the SUBLICENSEE manufactures, uses, sells, leases, or otherwise transfers or disposes of LICENSED PRODUCTS and for a reasonable period of time thereafter but in any event not less than fifteen (15) years, a comprehensive general liability policy of insurance having providing coverages and limits no less that those specified in Article 10.2.
Appears in 1 contract
Samples: Exclusive License Agreement (Save the World Air Inc)
Indemnification and Insurance. 6 2 A. CONTRACTOR INDEMNIFICATION
3 1. To the fullest extent permitted by applicable law, CONSULTANT agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and 4 hold CONTRACTORharmless the County of Riverside, its officersAgencies, employeesDistricts, 28 agentsDepartments and Special Districts, directorstheir 6 volunteers and representatives (hereinafter individually and collectively referred to as "Indemnitees") from 7 all liability, membersincluding, shareholders and/or affiliates harmless from any but not limited to loss, suits, claims, liabilitiesdemands, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are proceedings caused by the negligence, 33 recklessness, any 8 alleged or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 actual negligence, recklessness, or willful misconduct of CONTRACTOR or CONSULTANT, its directors, officers, 9 partners, employees, agents, 2 directorssubconsultants or representatives or any person or organization for whom 10 CONSULTANT is responsible, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by arising out of or from the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision performance of services under this Agreement. In 11 no event shall the cost to defend charged to the CONSULTANT exceed the CONSULTANT’s proportionate 12 percentage of fault.
13 2. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 14 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the CONTRACTOR agrees duty 15 to purchase 9 all required insurance indemnify for the specific act adjudged by the findings of a court of competent jurisdiction to be negligence 16 of the Indemnitees, and will not preclude a duty to indemnify for any negligence, recklessness, or willful 17 misconduct of CONSULTANT.
18 3. To the fullest extent permitted by applicable law, CONSULTANT shall defend and pay, at CONTRACTOR’s its sole expense, 19 all costs and fees, including all endorsements required hereinbut not limited to attorney fees, 10 necessary to satisfy the COUNTY that the insurance provisions cost of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreementinvestigation, and provide Certificates defense, in any loss, 20 suits, claims, demands, actions, or proceedings based or alleged to be based on any negligence, 21 recklessness, or willful misconduct of Insurance and endorsements annually upon renewal to COUNTY 13 during CONSULTANT arising out of or from the entire term performance of services 22 under this Agreement. In additionThe duty to defend applies to any alleged or actual negligence, all subcontractors performing work on behalf recklessness, or 23 willful misconduct of 14 CONTRACTOR pursuant CONSULTANT. The duty to defend shall apply whether or not CONSULTANT is a 24 party to the lawsuit, and shall apply whether or not CONSULTANT is directly liable to the plaintiffs in the 26 the negligent act, error or omission at issue was caused by the sole active negligence of Indemnitees.
27 4. The specified insurance provisions and limits required in this Agreement shall obtain insurance subject in no way limit or circumscribe 28 CONSULTANT'S obligations to the same terms indemnify and 15 conditions as set forth herein for CONTRACTORhold harmless Indemnitees from third party claims.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement 29 5. In the event there is conflict between the indemnity and defense provisions and California Civil Code 1 Sections 2782 and 2782.8, the indemnity and defense provisions shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject interpreted to the same terms comply with Civil 2 Code sections 2782 and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time2782.8.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Engineering Services Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 12.1. Sales Agent shall indemnify, defend and hold COUNTYharmless the Company, and its elected and appointed officials, 7 officers, directors, employees, affiliates and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as (the governing Board (“COUNTY INDEMNITEESCompany Indemnitees”) harmless from any 9 all claims, liabilitiesdamages, obligations, judgments, causes of actionslosses, costs and expenses (including reasonable 10 attorneys’ fees) (together, the “claimsLiabilities”) which are asserted against COUNTY arising any Company Indemnitee may incur to the extent that such Liabilities arise out of or resulting from 11 CONTRACTOR’s performance under result from: (i) any representation or warranty given by Sales Agent with respect to the Products (other than the labeling of the Products as approved by the United States Food and Drug Administration (the “FDA”) or otherwise provided by the Company, either verbally or in writing, (ii) the manufacture, use or sale of any product which is not supplied by Company and which is sold or combined with a Product, (iii) the breach of any representation, warranty, or covenant of the Sales Agent contained in this Agreement, where such claims are caused by ; or (iv) the negligence, 12 recklessness, gross negligence, or willful misconduct of CONTRACTOR, Sales Agent or any Sales Agent Indemnitee.
12.2. Company shall indemnify and hold harmless Sales Agent and its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officersdirectors, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses agents (including reasonable attorney’s fees) 30 (together the “claimsSales Agent Indemnitees”) from all Liabilities which are asserted against CONTRACTOR arising any Sales Agent Indemnitee may incur by reason of any Products sold or furnished by Company which result in injury, illness or death to the extent that such Liabilities arise out of or result from the use failure of the System by 31 COUNTY (except for claims that fall within Products to meet the scope of Subparagraph X. below) Product warranty set forth in Section 17 or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the recklessness, gross negligence, 33 recklessness, or willful misconduct of COUNTYany Company Indemnitee. [***] – Confidential Treatment Requested
12.3. The party seeking indemnification hereunder (the “Indemnified Party”) shall: (i) give the other party (the “Indemnifying Party”) notice of the relevant claim, its officers(ii) cooperate with the Indemnifying Party, employees or agentsat the Indemnifying Party’s expense, in the defense of such claim and (iii) give the Indemnifying Party the right to control the defense and settlement of any such claim, except that COUNTY 34 the Indemnifying Party shall not be obligated enter into any settlement that affects the Indemnified Party’s rights or interest without the Indemnified Party’s prior written approval. The Indemnified Party shall have no authority to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because settle any claim on behalf of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentIndemnifying Party.
4 C. Except for Subparagraph X, below, each Party agrees to provide 12.4. During the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions term of this Agreement have been complied 11 with. CONTRACTOR Sales Agent agrees to keep maintain such insurance coverage in effect during the entire term of this 12 Agreementas will fully cover any loss, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured theft or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice damage of the insurance requirements to every subcontractor and 22 to receive proof Consigned Inventory. Upon the request of the Company the Sales Agent shall provide the Company with certificates of insurance prior to allowing any subcontractor to begin work. Such proof of demonstrating that Sales Agent has the insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timedescribed above.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Sales Agency Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees Section 145 of the DGCL permits a Delaware corporation to include in its charter documents and in agreements between a corporation and its directors and officers provisions expanding the scope of indemnification beyond that specifically provided by current law. Smart & Final's second amended and restated certificate of incorporation includes provisions that limit the liability of its directors for monetary damages for breach of their fiduciary duties as directors, except for liability that cannot be eliminated under the DGCL. Accordingly, Smart & Final's directors will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities: (a) for any breach of the director's duty of loyalty to Smart & Final or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for unlawful payments of dividends or unlawful stock repurchases or redemptions, as provided under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit. Smart & Final's second amended and restated bylaws also provide that Smart & Final will indemnify its directors and officers to the fullest extent permitted by the DGCL. In addition, Smart & Final has entered into separate indemnification agreements with certain of its directors, officers and other employees that require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees and to advance their expenses (actually and reasonably incurred) and amounts paid in settlement by the indemnitee with any indemnifiable claim. Additionally, an indemnitee may bring an action against Smart & Final to recover any unpaid amounts stemming from a claim for indemnification. The Merger Agreement provides that from and until six years after the Effective Time, the surviving corporation will, and Parent will cause the surviving corporation to, in each case to the fullest extent permitted under applicable law, indemnify and hold COUNTYharmless, its elected and appointed officialsadvance expenses to, 7 officerseach individual who at the Effective Time is, directorsor at any time prior to the Effective Time was, employeesa director or officer of Smart & Final or of a subsidiary of Smart & Final or served as a director, agents and those special districts and agencies for which COUNTY’s 8 Board officer, member, trustee or fiduciary of Supervisors acts as another corporation, partnership, joint venture, trust, pension or other employee benefit plan or otherwise if such service was at the governing Board request of Smart & Final or a subsidiary of Smart & Final (“COUNTY INDEMNITEES”each, an "Indemnitee" and, collectively, the "Indemnitees") harmless from any 9 against all losses, claims, damages, liabilities, obligationsfees, judgmentsexpenses, causes of actions, costs and expenses judgments or fines in connection with any pending or threatened legal proceeding (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY based on or arising out of, in whole or in part, the fact that such Indemnitee is or was (a) a director or officer of Smart & Final or resulting from 11 CONTRACTOR’s performance under this Agreementsuch subsidiary or (b) serving at the request of Smart & Final or such subsidiary as an officer or director of another corporation, where such claims are caused by the negligencepartnership, 12 recklessnessjoint venture, trust, pension or willful misconduct other employee benefit plan or enterprise, in each case of CONTRACTORclauses (a) and (b), its officers, employees at or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES prior to the 14 Effective Time. Additionally, the Merger Agreement provides that from and until six years after the Effective Time, (i) the surviving corporation will, and Parent will cause the surviving corporation to, in each case to the fullest extent that permitted under applicable law, assume the claims arose obligations of Smart & Final and any subsidiary of Smart & Final to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from COUNTY’s failure liabilities for acts or omissions occurring prior to use the CONTRACTOR’S system Effective Time as provided in accordance 15 with Smart & Final's charter documents and the Documentation or applicable standards organizational documents of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise such subsidiaries in effect as of the same only upon approval date of counsel proposed 17 by CONTRACTORthe Merger Agreement and (ii) Parent will cause, which approval shall not unreasonably be withheld or delayedthe certificate of incorporation, bylaws and other charter and organizational documents of the surviving corporation and any subsidiary of Smart & Final to contain provisions that are no less favorable to the Indemnitees with respect to indemnification, advancement of expenses and exculpation of Indemnitees than are set forth as of the date of the Merger Agreement in the charter and organizational documents of Smart & Final and its subsidiaries as amended through the Effective Time. The Merger Agreement permits Smart & Final to obtain, and provided Smart & Final has specified that 18 any settlement it currently intends to obtain, at or compromise shall provide prior to the Merger Effective Time a six-year prepaid "tail" insurance policy covering certain acts or omissions of directors and officers for a full release of COUNTYsix-year period immediately after the Effective Time. Notwithstanding In the 19 foregoingevent Smart & Final does not obtain such "tail" insurance, CONTRACTOR’S obligation under Subparagraph Xthen, belowfor the six-year period commencing from the Effective Time until six years after the Effective Time, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs the surviving corporation will maintain in effect Smart & Final's directors' and 22 the use officers' liability insurance existing as of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because date of the concurrent active negligenceMerger Agreement covering acts or omissions occurring at or prior to the Effective Time with respect to any Indemnitee on terms with respect to such coverage, recklessness, or willful 25 misconduct deductibles and amounts no less favorable than those of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by such policy in effect on the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out date of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY Merger Agreement. Unless Smart & Final has used CONTRACTOR’S system purchased a "tail" insurance policy in accordance with the 36 Documentation Merger Agreement, Parent may substitute them for policies issued by reputable and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY financially sound insurers, containing terms and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligenceconditions, recklessnessincluding with respect to coverage, or willful misconduct of CONTRACTOR or its officersamounts, employeesdeductibles and exclusions that are, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, individually and in the event aggregate, no less favorable to any Indemnitee. However, Parent may not substitute any "tail" policy purchased by Smart & Final in accordance with the indemnifying party is subsequently named a party Merger Agreement. Neither the "tail" policy nor the annual premiums for insurance policies paid by the surviving corporation or Parent will exceed an annual premium for such insurance in any one year in excess of 300% of the annual premium currently payable by Smart & Final and its subsidiaries for such current policy. The rights to such claimadvancement, exculpation and indemnification described above will survive the consummation of the Merger, and are intended to benefit, and will be enforceable by, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this AgreementIndemnitee and his or her successors, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 withassigns and heirs. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR Parent shall ensure that all subcontractors performing work on behalf the successors and assigns of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance Parent or the surviving corporation, if any, as an 18 Additional Insured or maintain insurance subject to the same terms case may be, will assume the advancement, exculpation and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timeindemnification obligations described above.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) COMPANY will defend, indemnify and hold COUNTYharmless MAYO, its elected MAYO's Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEES”"MAYO Indemnitees") harmless from any 9 and all claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs, expenses, damages and liabilities (including attorneys' fees, court costs and other expenses (including reasonable 10 attorneys’ fees) (togetherof litigation), “claims”) which are asserted against COUNTY regardless of the legal theory asserted, arising out of or resulting from 11 CONTRACTOR’s performance under this Agreementconnected with: (i) the practice or exercise of any rights and assignments granted hereunder by or on behalf of COMPANY or any Sublicensee; (ii) research, where such claims are caused by development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; and (iii) any act or omission of COMPANY or any Sublicensee hereunder, including the negligence, 12 recklessness, negligence or willful misconduct thereof. MAYO and MAYO's Affiliates shall have no obligation to indemnify COMPANY hereunder.
(b) The Parties agree that this indemnity should be construed and applied in favor of CONTRACTORmaximum indemnification of MAYO Indemnitees.
(c) COMPANY will continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the liability assumed by COMPANY hereunder during the Term and after, such amount being at least FIVE MILLION (US $5,000,000). In addition, such policy will name MAYO and its officers, employees or agents, except that 13 CONTRACTOR Affiliates as additional-named insureds. The minimum limits of any insurance coverage required herein shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionmentlimit COMPANY's liability.
27 B. COUNTY agrees (d) COMPANY expressly waives any right of subrogation that it may have against MAYO Indemnitees resulting from any claim, demand, liability, judgment, settlement, costs, fees (including attorneys' fees) and expenses for which COMPANY is obligated to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates MAYO Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR 15.1 COULTER shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTORharmless DFCI, its officersDana-Farber, Xxx., the parent organization of DFCI, and their trustexx, xxxxxxxs, medical and professional staff, employees, 28 agentsand agents and their respective successors, directorsheirs and assigns (the "Indemnitees") against any liability, membersdamage, shareholders and/or affiliates harmless from loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the Indemnities, or any one of them, in connection with any claims, liabilitiessuits, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR demands or judgments arising out of any theory of product liability (including but not limited to, actions in the use form of tort or strict liability), concerning any product, process or service made, used or sold pursuant to any right or license granted pursuant to this AGREEMENT.
15.2 Coulter's indemnification under 15.1 shall not apply to any liabilitx, xxxxxx, loss or expense to the extent that it is directly attributable to the negligent activities, reckless misconduct or intentional misconduct of the System by 31 COUNTY (except for claims that fall within Indemnitees.
15.3 The party with the scope obligation to indemnify as hereunder provided agrees, at its own expense, to provide attorneys reasonably acceptable to the party(ies) to be indemnified to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of Subparagraph X. below) indemnity contained herein, whether or resulting from 32 COUNTY’s performance under this Agreement where not such claims actions are caused by the negligencerightfully brought.
15.4 DFCI shall indemnify, 33 recklessness, or willful misconduct of COUNTYdefend and hold harmless COULTER, its directors, officers, employees and agents and their resxxxxxxx successors, heirs and assigns (the "COULTER Indemnitees") against any liability, damage, loss or agentsexpense (xxxxxding reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the COULTER Indemnitees, except or any one of them, that COUNTY 34 is directly attributabxx xx xhe negligent activities, reckless misconduct or intentional misconduct of DFCI, Dana-Farber, Inc., and/or their trustees, officers, employees and agxxxx xxxxxxd to activities to be carried out pursuant to this AGREEMENT.
15.5 At such time as any product, process or service relating to, or developed pursuant to, this AGREEMENT is being commercially distributed or sold other than for the purpose of obtaining regulatory approvals) by COULTER or by a Sublicensee, Affiliate or agent of COULTER, COULTER xxxxx, at its sole cost and expense, procure and maxxxxxx poxxxxxx of comprehensive general liability insurance in amounts not less than [*] naming the Indemnitees as -------------------------------------- * Confidential treatment requested additional insureds other than for [*] wherein coverage limits would be [*] and [*]. Such comprehensive general liability insurance shall provide (a) product liability coverage and (b) broad form contractual liability coverage for COULTER's indemnification under Sections 15.1 and 15.3 of this AGREEXXXX. Xx COULTER elects to self-insure all or part of the limits described abxxx (xxcluding deductibles or retentions which are in excess of [*]), such self-insurance program must be [*].
15.6 COULTER shall provide DFCI with written evidence of such insurance uxxx xxxuest of DFCI. COULTER shall provide DFCI with written notice at least thirty (30) xxxx xxior to the cancellation, non-renewal or material change involving a substantial reduction or elimination of broad form contractual liability and/or product liability coverage of such insurance; if COULTER does not obtain replacement insurance providing comparable cxxxxxxx within such thirty (30) day period, DFCI shall have the right to terminate this AGREEMENT as it relates to a specific Technology(ies) effective at the end of such thirty (30) day period without any notice or additional waiting periods.
15.7 COULTER shall maintain such comprehensive general liability Insurancx xxxxxd the expiration or termination of this AGREEMENT during (a) the period that any product, process, or service, relating to, or developed pursuant to, this AGREEMENT is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by COULTER or by a sublicense, affiliate or agent of COULTER and (b) a xxxxxxxble period after the period referred to in 00.0(x) above which in no event shall be less than [*].
15.8 In the event any such action is commenced or claim made or threatened against an Indemnitee(s) or COULTER Indemnitee(s) as to which COULTER or DFCI, as the case may bx, xx xbligated to indemnify it (txxx) xx hold it (them) harmless, the party(ies) to be indemnified shall promptly notify the party with the obligation to indemnify of such event. COULTER or DFCI, as the case may be shall assume the defense of, and xxx xxttle, that part of any such claim or action commenced or made which relates to the indemnification obligation. The party obligated to indemnify may take such other steps as may be necessary to protect itself. The party with the obligation to indemnify shall not be obligated liable to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards party(ies) to be indemnified on account of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court any settlement of competent jurisdiction because any such claim of litigation affected without the consent of the concurrent active 1 negligenceparty having the obligation to indemnify. The right of COULTER or DFCI, recklessnessas the case may be, to assume the defense of any acxxxx xxall be limited to that part of the action commenced against Indemnitees or willful misconduct of CONTRACTOR COULTER Indemnitees which relates to COULTER's or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY DFCI's obligation xx xxxxmnification and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentholding harmlexx.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 15.9 This ARTICLE XV shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions survive expiration or termination of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORAGREEMENT.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to 9.1 Tempo will defend, indemnify and hold COUNTYFoundation, its elected and appointed officials, 7 officers, directorstrustees, employeesemployees and agents, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from and against any 9 and all claims, liabilities, obligations, judgments, causes of actions, costs suits, loss, injury, expenses, damages, liability, cost and expenses (including reasonable 10 attorneys’ fees, whether incurred as a result of a third party claim or a claim to enforce this provision) (together, “claims”) which are asserted against COUNTY of any kind or nature arising out of of, or resulting from 11 CONTRACTOR’s performance from, the exercise or practice of the license granted under this Agreement, where such claims are caused by including without limitation, liabilities arising from the negligenceproduction, 12 recklessnessmanufacture, sale, use, lease, or willful misconduct advertisement of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated Licensed Products. Tempo agrees to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise keep Foundation informed of the same only upon approval progress in the defense and disposition of counsel such claim and to consult with Foundation with regard to any proposed 17 by CONTRACTORsettlement. Any settlement that could reasonably be expected to have a material adverse effect on the reputation of Foundation will require Foundation’s prior written approval, which approval shall will not be unreasonably be withheld withheld, conditioned or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees 9.2 Tempo will at all times comply, through insurance or self-insurance, with all statutory worker’s compensation and employers’ liability requirements covering all employees with respect to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance activities performed under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf Tempo will maintain, from the initiation of 14 CONTRACTOR pursuant human trials, if applicable, and for so long as Tempo customarily maintains insurance for its other products, Comprehensive General Liability Insurance, including Products Liability Insurance, with reputable and financially secure insurance carriers to this Agreement shall obtain cover the activities of Tempo and its Affiliates and Sublicensees. This insurance subject will provide minimum limits of liability of [**] US dollars (US$[**]) until first commercial sale of a Licensed Product, and then increase to a minimum of [**] U.S. dollars (US$[**]) for the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety remaining term of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) Agreement. This insurance will include the Foundation and deductibles shall the State University of New York, their regents, officers, employees, students and agents as additional insureds. This insurance will be clearly stated on written to cover claims made during or after the Certificate expiration of 26 Insurancethis Agreement. If no SIRs or deductibles apply, indicate this on the Tempo will furnish a Certificate of Insurance with a zero (0) by 27 evidencing the appropriate line foregoing coverage and requiring [**] days prior written notice of coveragecancellation or material change to Foundation. All insurance of Tempo will be primary coverage vis-à-vis Foundation; insurance of Foundation or the State University of New York will be excess and noncontributory.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 8.01 COMPANY hereby waives any claim against TJU and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend defend, and hold CONTRACTORharmless, TJU, its trustees, officers, employees, 28 staff and agents, directorsincluding Dr. David Berd, membersfrom all liabilities, shareholders and/or affiliates harmless demands, damages, expenses xxx xxxxxx (including attorneys' fees) arising out of, or in connection with this AGREEMENT (collectively the "INDEMNIFIED LOSSES"), including without limitation INDEMNIFIED LOSSES resulting from any claimsuse, liabilitiessale, 29 obligationsor other disposition of PRODUCTS, judgmentsand any claim that COMPANY's use, causes sale, or other disposition of actionsPRODUCTS infringes or violates any patent or other intellectual property rights, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR but excluding INDEMNIFIED LOSSES arising out of human clinical trials conducted at TJU under an investigator-sponsored IND not sponsored by the COMPANY. The indemnification rights contained herein are in addition to all rights which TJU may have at law, in equity, or otherwise.
8.02 Prior to the first COMPANY-sponsored clinical trial of any PRODUCTS, COMPANY shall obtain and maintain commercial general liability insurance, including commercial liability, product liability, and completed operations insurance coverage in the minimum amounts of five million dollars ($5,000,000) per loss, including coverage for any and all prior acts arising from the sale or use of PRODUCTS and contractual liability coverage which, by virtue of the System by 31 COUNTY (except for claims that fall within aforementioned indemnification clause, makes the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance above identified indemnities named as additional insureds under this Agreement where such claims are caused by the negligencecoverage. Evidence of extended reporting period coverage at original policy limits, 33 recklessnessif applicable, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event either the indemnifying party is subsequently named a party insured or insurer cancels must also be provided. A certificate of insurance evidencing such coverage will be provided to TJU prior to the first COMPANY-sponsored clinical trial of PRODUCTS. Notwithstanding the foregoing, if the requirements of this Section 8.02 are not consistent with general industry norms or good business practices at the time, TJU agrees to discuss in good faith with COMPANY whether the above insurance requirement may be modified. Any such claim, each party 7 modification shall cooperate with the indemnifying party be in its defensewriting signed by both parties.
8 D. Prior to 8.03 Neither TJU, its trustees, officers, staff nor agents assume any responsibility for the provision manufacture, or product specifications, or end use of services under this Agreementany Product manufactured by or for or sold by COMPANY, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreementit Affiliates, and provide Certificates its sublicensees. TJU expressly disclaims any and all implied warranties of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term merchantability or fitness for any particular purpose of this Agreementany PRODUCT. In additionFurther, all subcontractors performing work on behalf TJU makes no representation that PRODUCTS or their manufacturer or use will be free from liability for infringement of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORpatents of third parties.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to WCE shall defend, indemnify and hold COUNTYthe WRCOG, its elected and appointed officials, 7 officers, consultants, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or in connection with this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses, except for losses ultimately determined to be the result of the sole negligence or willful misconduct of WRCOG. WCE shall defend, at WCE’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against WRCOG, its directors, officials, officers, consultants, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from or volunteers in any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY manner arising out of or resulting from 11 CONTRACTOR’s performance under in connection with this Agreement. WCE and WRCOG shall reasonably cooperate in all aspects involving any defense made pursuant to this section. WCE shall pay and satisfy any judgment, where such claims are caused by the negligenceaward or decree that may be rendered against WRCOG or its directors, 12 recklessnessofficials, or willful misconduct of CONTRACTOR, its officers, employees consultants, employees, agents or agentsvolunteers, except that 13 CONTRACTOR in any such suit, action or other legal proceeding in any manner arising out of or in connection with this Agreement. WCE shall reimburse WRCOG and its directors, officials, officers, consultants, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. WCE’s obligation to indemnify shall not be obligated restricted to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTORinsurance proceeds, which approval shall not unreasonably be withheld or delayedif any, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined received by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTORWRCOG, its directors, officials, officers, consultants, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from agents or volunteers. This section shall survive any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) expiration or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term termination of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR B. During the term of the Agreement, WCE shall ensure maintain Commercial General Liability Insurance with limits not less than $2,000,000 per occurrence. The policies shall be endorsed to state that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement WRCOG, its directors, officials, officers and employees shall be covered as additional insured under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms such policy and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles that such policy shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) primary to any policies held by 27 the appropriate line of coverageWRCOG.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Management Services Agreement
Indemnification and Insurance. 6 A. CONTRACTOR INDEMNIFICATION
7 1. To the fullest extent permitted by applicable law, CONSULTANT agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and 8 hold CONTRACTORharmless the County of Riverside, its officersAgencies, employeesDistricts, 28 agentsDepartments and Special Districts, directorstheir 10 volunteers and representatives (hereinafter individually and collectively referred to as "Indemnitees") from 11 all liability, membersincluding, shareholders and/or affiliates harmless from any but not limited to loss, suits, claims, liabilitiesdemands, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are proceedings caused by the negligence, 33 recklessness, any 12 alleged or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 actual negligence, recklessness, or willful misconduct of CONTRACTOR or CONSULTANT, its directors, officers, 13 partners, employees, agents, 2 directorssubconsultants or representatives or any person or organization for whom 14 CONSULTANT is responsible, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by arising out of or from the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision performance of services under this Agreement. In 15 no event shall the cost to defend charged to the CONSULTANT exceed the CONSULTANT’s proportionate 16 percentage of fault.
17 2. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 18 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the CONTRACTOR agrees duty 19 to purchase 9 all required insurance indemnify for the specific act adjudged by the findings of a court of competent jurisdiction to be negligence 20 of the Indemnitees, and will not preclude a duty to indemnify for any negligence, recklessness, or willful 21 misconduct of CONSULTANT.
22 3. To the fullest extent permitted by applicable law, CONSULTANT shall defend and pay, at CONTRACTOR’s its sole expense, 23 all costs and fees, including all endorsements required hereinbut not limited to attorney fees, 10 necessary to satisfy the COUNTY that the insurance provisions cost of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreementinvestigation, and provide Certificates defense, in any loss, 24 suits, claims, demands, actions, or proceedings based or alleged to be based on any negligence, 25 recklessness, or willful misconduct of Insurance and endorsements annually upon renewal to COUNTY 13 during CONSULTANT arising out of or from the entire term performance of services 26 under this Agreement. In additionThe duty to defend applies to any alleged or actual negligence, all subcontractors performing work on behalf recklessness, or 27 willful misconduct of 14 CONTRACTOR pursuant CONSULTANT. The duty to defend shall apply whether or not CONSULTANT is a 28 party to the lawsuit, and shall apply whether or not CONSULTANT is directly liable to the plaintiffs in the 1 the negligent act, error or omission at issue was caused by the sole active negligence of Indemnitees.
2 4. The specified insurance provisions and limits required in this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured in no way limit or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.circumscribe
Appears in 1 contract
Samples: On Call Services Agreement
Indemnification and Insurance. 6 A. CONTRACTOR To the fullest extend permitted by law, Xxxxxx agrees to indemnify indemnify, save harmless and hold COUNTYdefend Buyer and its affiliated companies, its elected and appointed officialstheir directors, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board customers (“COUNTY INDEMNITEESindemnitees”) harmless from and against any 9 claimsloss, liabilities, obligationscost, judgmentsexpenses, causes of suits, actions, costs claims and expenses all other obligations and proceedings, including without limitation all judgements rendered against, and all fines and penalties imposed upon, indemnitees and all attorney’s fees and any other cost of litigation (including reasonable 10 attorneys’ fees) (together, “claimsLiabilities”) which are asserted against COUNTY arising out of injuries to persons, including death, or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are damage to property caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTORSeller, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessnesssubcontractors, or willful misconduct in any way attributable to the performance of CONTRACTOR Seller, including without limitation, breach of contract, breach of warranty or its officersproduct liability; provided, employeeshowever, agentsthat Seller’s obligation to indemnity Buyer shall not apply to any liabilities solely arising from Buyer’s negligence. Xxxxxx agrees to indemnity, 2 directorssave harmless and defend indemnitees from and against all liabilities arising out of actual or alleged infringement, membersincluding infringement of any patent, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmenttrademark or copyright relative to goods.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 B. Seller shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such maintain insurance coverage in effect during amounts not less that the entire term following: (a) Worker’s Compensation – Statutory Limits for the state or states in which this agreement is to be performed (or evidence of this 12 Agreementauthority to self-insure); (b) Employer’s Liability - $250,000; (c) Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability) - $1,000,000 per person, $1,000,000 per occurrence (property damage), and (d) Automobile Liability (including owned, non-owned and hired vehicles) - $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage). At Buyer’s request, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance maintained by Seller. Such certificates shall provide Certificates that Buyer will receive 30 days prior written notification from the insurer of Insurance any termination or reduction in the amount or scope of coverages. Seller’s purchase of insurance coverage and endorsements annually upon renewal to COUNTY 13 during the entire term furnishing of this Agreement. In addition, all subcontractors performing work on behalf certificates of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level release Seller of coverage required by COUNTY from CONTRACTOR its obligations or liabilities under this agreement. It is In the 21 obligation event of CONTRACTOR Seller’s breach of this provision, Buyer shall have the right to provide notice cancel the undelivered portion of the insurance requirements any goods or services covered by this agreement and shall not be required to every subcontractor and 22 to receive proof of insurance make further payments except for conforming goods delivered or services rendered prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timecancellation.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Purchase Order
Indemnification and Insurance. 6 27 A. CONTRACTOR XXXXXXXXXX agrees to indemnify indemnify, defend and hold COUNTY, COUNTY and its elected and appointed officials, 7 officers, directors, 28 employees, and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, liabilities obligations, 29 judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are 30 asserted against COUNTY the County arising out of the use of the System by County or arising out of or resulting 31 from 11 CONTRACTORContractor’s performance under this Agreement, where such claims are injury or claim is caused by the negligence, 12 recklessness, or willful misconduct 32 negligence of CONTRACTORContractor, its officers, employees or agents, except ; provided however that 13 CONTRACTOR the foregoing 33 indemnity shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to apply if County has not used the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system System in accordance 15 with the Documentation or and 34 applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under the intellectual 35 property indemnification set forth in Subparagraph X, below, XIV(V) herein shall apply to all third party 20 36 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 37 expenses (include reasonable attorneys’ fees) described in that Subparagraph XIV(V) which are asserted 1 against the County arising out of the use of the System by COUNTY County regardless of CONTRACTOR’S, or 2 its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against 3 CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct 4 negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 5 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.jury
27 7 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 8 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 9 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) 10 which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or 11 resulting from 32 COUNTY’s performance under this Agreement where such claims are injury or claim is caused by 12 the negligence, 33 recklessness, or willful misconduct negligence of COUNTY, its officers, employees or agents; provided however, except that COUNTY 34 the foregoing 13 indemnity shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates apply if COUNTY has used CONTRACTOR’S system the System in accordance with the 36 Documentation and 14 applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and 15 CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct negligence of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates16 CONTRACTOR, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined 17 by the court. Neither party shall request a jury apportionment.
4 18 C. Except for Subparagraph X, below, each Party Each party agrees to provide the indemnifying party with 5 written notification of any claim 19 related to services provided by either party pursuant to this Agreement within ten thirty (1030) business calendar days 20 of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claimthe litigation, 21 each party 7 shall cooperate with the indemnifying party in its defense.
8 22 D. Prior to the provision of services under this Agreementcontract, the CONTRACTOR Contractor agrees to purchase 9 all 23 required insurance at CONTRACTORContractor’s expense, including all endorsements required herein, 10 necessary to 24 satisfy the COUNTY County that the insurance provisions of this Agreement contract have been complied 11 with. CONTRACTOR Contractor 25 agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, Agreement and provide 26 Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORCounty.
16 27 E. CONTRACTOR Contractor shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR Contractor 28 pursuant to this agreement shall be covered under CONTRACTORContractor’s insurance as an 18 Additional Insured or 29 maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTORContractor. CONTRACTOR 30 Contractor shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage 31 required by COUNTY County from CONTRACTOR Contractor under this agreement. It is the 21 obligation of CONTRACTOR Contractor to provide 32 notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to 33 allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR Contractor 34 through the entirety of this agreement for inspection by 24 COUNTY County representative(s) at any reasonable time.
25 35 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.of
Appears in 1 contract
Samples: Agreement for Provision of Public Health Electronic Health Records System Services
Indemnification and Insurance. 6 A. CONTRACTOR agrees to 21.1 To the fullest extent permitted by law, Buyer shall defend, indemnify and hold COUNTYSeller and its affiliates, successors, heirs, and assigns and its elected and appointed officials, 7 their respective officers, directors, employees, and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as (the governing Board (“COUNTY INDEMNITEES”) "Seller Indemnitees"), harmless from any 9 and all claims, damages, demands, suits, causes of action, controversy, judgements, liabilities, obligationsfines, judgmentsregulatory actions, causes seizures of actionsNR Product, losses, costs and expenses (including reasonable 10 including, but not limited to attorneys’ fees, expert witness expenses and litigation expenses) (togetherhereinafter “Claim”), “claims”arising from or in connection with any Claim asserted by a third party against Seller (i) which are asserted against COUNTY for any damage, environmental liability, patent or intellectual property infringement caused by Buyer’s use, modification or alteration of the NR Product, or any combination of the NR Product in connection with Buyer’s product or any third party’s product, or (ii) any injury, death, loss, property damage, delay or failure in delivery of Seller’s NR Product or any other Claim for injuries or damage to the general public who consumed the Approved Product (unless due solely and exclusively to a Claim arising out of from the NR Product), or resulting from 11 CONTRACTOR(iii) any alleged or actual act, error, omission, or negligence by Buyer or Buyer’s performance under Affiliates’ agents, employees, or representatives in connection with the NR Product, Approved Products, or this Agreement, where such claims are caused by whether in tort, contract, breach of warranty or otherwise, relating to this Agreement, the negligencebusiness relationship between the Parties, 12 recklessnessBuyer’s development, manufacture, distribution, promotion, and sale of the Approved Products, or Buyer’s breach of this Agreement (including breach of Buyer’s representations and warranties). Notwithstanding the foregoing, Buyer has no indemnity obligation to Seller to the extent that any Claims result directly from the negligence or willful misconduct of CONTRACTORSeller or a material breach of this Agreement by Seller.
21.2 To the fullest extent permitted by law, Seller shall defend, indemnify and hold Buyer and its affiliates, successors, heirs, and assigns and its and their respective officers, employees directors, employees, and agents (the "Buyer Indemnitees") harmless from any and all Claims, arising from or in connection with any Claim asserted by a third party against Buyer for (i) any patent or other intellectual property right infringement in connection with the NR Product (provided that such alleged infringement does not arise from (A) the combination of the NR Product with other ingredients or (B) Buyer’s intellectual property, including New IP), or (ii) any alleged or actual act, error, omission, or negligence by Seller or Seller’s Affiliates’ agents, except that 13 CONTRACTOR shall not be obligated employees, or representatives in connection with this Agreement whether in tort, contract, breach of warranty or otherwise, relating to indemnify COUNTY this Agreement, the business relationship between the Parties, the NR Product provided hereunder, or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTYSeller’s failure to breach of this Agreement, or (iii) any use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTYChromaDex Trademarks. Notwithstanding the 19 foregoing, CONTRACTOR’S Seller has no indemnity obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 Buyer to the use of extent that any Claims result directly from the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees Buyer or agents, except that COUNTY 34 shall if such claims stem from Buyer’s acts or use which is not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation rights and applicable standards requirements of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentBuyer herein.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Supply Agreement (ChromaDex Corp.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability 13.1 The Licensee will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates Licensor harmless from and against any and all actions, suits, claims, demands, prosecutions, liabilities, 29 obligationscosts, judgmentsexpenses, causes of actionsdamages, costs and expenses deficiencies, losses or obligations (including reasonable attorney’s attorneys fees) 30 (together “claims”) which are asserted against CONTRACTOR based on or arising out of this Agreement, including, without limitation, (i) the discovery, development, manufacture, packaging, use, sale, rental or lease of Licensed Products, even if altered for use for a purpose not intended, (ii) the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused Licensed Patents, by the negligence, 33 recklessness, or willful misconduct of COUNTYLicensee, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTORAffiliates, its officersSublicensees or its (or their) customers, employees(iii) any representation made or warranty given by the Licensee, agentsits Affiliates or Sublicensees with respect to Licensed Products or Licensed Patents, directors(iv) any infringement claims relating to Licensed Products or Licensed Patents, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because (v) any asserted violation of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned Export Laws (as determined defined in Section 15.5 hereof) by the courtLicensee, its Affiliates or Sublicensees. Neither party shall request a jury apportionmentThe Licensee will reimburse Licensor for the cost of enforcing this provision.
4 C. Except for Subparagraph X13.2 The Licensee shall maintain, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement, commercial general liability insurance (including product liability and contractual liability insurance) with reputable and financially secure insurance carriers acceptable to Licensor to cover the activities of the Licensee, its Affiliates and its Sublicensees, for minimum limits of [*** Redacted] combined single limit for bodily injury and property damage per occurrence and in the aggregate; provided further that before administration of any Licensed Product to any humans, for clinical, research, or any other use, Licensee, its Affiliates and its Sublicensees will increase such minimum limits to no less than [*** Redacted]. In additionSuch insurance shall include Licensor, all subcontractors performing work on behalf its trustees, faculty, officers, employees and agents as additional insureds. The Licensee shall furnish a certificate of 14 CONTRACTOR insurance evidencing such coverage, with [*** Redacted] days *** Confidential treatment requested pursuant to this Agreement shall obtain a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. written notice to Licensor of cancellation or material change in coverage. The minimum amounts of insurance subject to the same terms and 15 conditions as set forth coverage required herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing be construed as creating any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated limitation on the Certificate Licensee's indemnity obligation under Section 12(a) of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
13.3 The Licensee's insurance shall be primary coverage; any insurance Licensor may purchase shall be excess and noncontributory. The Licensee's insurance shall be written to cover claims incurred, discovered, manifested, or made during or after the expiration of this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR Supplier shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTORharmless VO, its affiliates, parent, subsidiaries, and their respective officers, employees, 28 agents, directors, membersagents and employees (the “VO Indemnified Parties”) from and against any and all actions, shareholders and/or affiliates harmless from any costs, claims, liabilitieslosses, 29 obligationsexpenses and/or damages, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) , which are asserted the VO’s Indemnified Parties may incur as a result of any claim, suit, or proceeding brought or threatened against CONTRACTOR the VO’s Indemnified Parties arising out of or related to the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) Services or resulting from 32 COUNTYSupplier’s performance under this Agreement where such claims are caused by the negligence, 33 recklessnesswilful misconduct, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term breach of this Agreement. In additionSupplier shall not enter into any settlement without VO indemnified Parties’ prior written consent. VO shall indemnify, defend and hold harmless Supplier, its affiliates, parent, subsidiaries, and their respective officers, directors, agents and employees (the “Supplier’s Indemnified Parties”) from and against any and all subcontractors performing work on behalf actions, costs, claims, losses, expenses and/or damages, including attorney’s fees, which the Supplier’s Indemnified Parties may incur as a result of 14 CONTRACTOR pursuant to any claim, suit, or proceeding brought or threatened against the Supplier’s Indemnified Parties that may incur as a result of VO’s material and uncured breach of this Agreement or any material and uncured breach of any of the representations or warranties made hereunder or any negligent act by VO or any of its employees, contractors or agents. Supplier shall, for a reasonable period of time, obtain and maintain in full force and effect insurance coverage of the following minimum types and limits: (i) Commercial General Liability insurance, on a per occurrence with combined bodily/personal injury and property damage limits of not less than $1,000,000 each occurrence, $2,000,000 products liability aggregate and $2,000,000 in the general aggregate; and (ii) Automobile Liability insurance coverage including the Truck and any other owned, non-owned and hired vehicles with a combined single limit of $1,000,000. All such insurance policies shall obtain include an endorsement waiving any claim or right of subrogation against VO and shall name VO as an additional insured. Such policy shall be primary and non‐contributory to any policy VO may maintain. Upon request by VO, Suppler shall provide VO with a certificate of insurance subject to evidencing the same terms and 15 conditions as requirements set forth herein above and the standard limits for CONTRACTOR.
16 E. CONTRACTOR coverage and the risks stated therein no later than June 1, 2022. This section shall ensure that all subcontractors performing work on behalf survive the termination or expiration of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Programming Services Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR 8.1 Corixa shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTORharmless DFCI, its Dana-Xxxxxx Inc., the parent corporation of DFCI, and their respective trustees, officers, medical and professional staff, employees, 28 agentsand agents and their respective successors, directorsheirs and assigns (the "Indemnitees"), membersagainst any liability, shareholders and/or affiliates harmless from damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the Indemnitees, or any one of them, in connection with any claims, liabilitiessuits, 29 obligations, judgments, causes of actions, costs and expenses demands or judgments (including reasonable attorney’s feesa)
8.2 Corixa's indemnification under 8.1 (a) 30 (together “claims”) which are asserted against CONTRACTOR arising out shall apply to any liability, damage, loss or expense whether or not it is attributable to the negligent activities of the use Indemnitees. Corixa's indemnification under 8.1 (b) shall not apply to any liability, damage, loss or expense to the extent that it is attributable to (i) the negligent activities of the System by 31 COUNTY Indemnitees, or (except for claims that fall within ii) the scope intentional wrongdoing or intentional misconduct of Subparagraph X. below) the Indemnitees.
8.3 Corixa agrees, at its own expense, to provide attorneys reasonably acceptable to DFCI to defend against any actions brought or resulting from 32 COUNTY’s performance under filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought.
8.4 At such time as any product, process or service relating to, or developed pursuant to, this Agreement where such claims are caused is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by the negligence, 33 recklessness, Corixa or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court licensee, affiliate or agent of competent jurisdiction because of the concurrent active 1 negligenceCorixa, recklessnessCorixa shall, or willful misconduct of CONTRACTOR or at its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY sole cost and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy procure and maintain policies of comprehensive general liability insurance in amounts not less than $2,000,000 per incident and $2,000,000 annual aggregate and naming the COUNTY that the Indemnitees as additional insureds. Such comprehensive general liability insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance shall provide (a) product liability coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance (b) broad form contractual liability coverage for Corixa's indemnification under Sections 8.1 and endorsements annually upon renewal to COUNTY 13 during the entire term 8.3 of this Agreement. In addition, If Corixa elects to self-insure all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate), such self-insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 program must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for DFCI and the full term DFCI's associated Risk Management Foundation. The minimum amounts of 29 this Agreement, the COUNTY may terminate insurance coverage required under these provisions shall not be construed to create a limit of Corixa's liability with respect to its indemnification obligation under Sections 8.1 through 8.3 of this Agreement.
8.5 Corixa shall provide DFCI with written evidence of such insurance upon request of DFCI. Corixa shall provide DFCI with written notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance; if Corixa does not obtain replacement insurance providing comparable coverage, including self insurance, within such fifteen (15) day period, DFCI shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without any notice or additional waiting periods.
8.6 Corixa shall maintain such comprehensive general liability insurance beyond the expiration or termination
8.7 In the event any such action is commenced or claim made or threatened against DFCI or other Indemnitees as to which Corixa is obligated to indemnify it (them) or hold it (them) harmless, DFCI or the other Indemnitees shall promptly notify Corixa of such event. Corixa shall assume the defense of, and may settle, that part of any such claim or action commenced or made against DFCI (or other Indemnitees) which relates to Corixa's indemnification and Corixa may take such other steps as may be necessary to protect itself. Corixa shall not be liable to DFCI or other Indemnitees on account of any settlement of any such claim or litigation affected without Corixa's consent. The right of Corixa to assume the defense of any action shall be limited to that part of the action commenced against DFCI and/or Indemnitees which relates to Corixa's obligation of indemnification and holding harmless.
8.8 This Article VIII shall survive expiration or termination of this Agreement.
Appears in 1 contract
Samples: Licensing Agreement (Corixa Corp)
Indemnification and Insurance. 6 A. CONTRACTOR COMPANY agrees to indemnify the UNIVERSITY and hold COUNTYthe UNIVERSITY harmless against all liabilities, demands, damages, expenses, or losses arising from (i) the manufacture, use, lease or sale of a Licensed Product by COMPANY, an Affiliate or a sublicensee of COMPANY, (ii) a third party's use of a Licensed Product purchased or leased from COMPANY, an Affiliate or a sublicensee of COMPANY, or (iii) a third party's manufacture of a Licensed Product at the request of COMPANY.
B. The provisions of paragraph A of this Article shall require COMPANY to indemnify the UNIVERSITY and hold the UNIVERSITY harmless even though the UNIVERSITY's own negligence may have given rise to the liability, demand, damage, expense or loss. However, these provisions shall not require COMPANY to indemnify the UNIVERSITY or hold the UNIVERSITY harmless against any liabilities, demands, damages, expenses, or losses where the deliberate or grossly negligent acts of the UNIVERSITY caused such liabilities, demands, damages, expenses, or losses.
C. UNIVERSITY agrees to defend, indemnify and hold harmless COMPANY, its elected Affiliates and appointed officialssublicensees against and from all liability, 7 officersdemands, directorsdamages, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless expenses or losses arising from any 9 claimsclaim that (i) COMPANY'S manufacture, liabilitiesuse or sale of the Technology, obligationsImprovements or Licensed Product(s) infringes on the rights of Medtronic, judgmentsInc., causes Xxx. Xxxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxx, M.D., or any person who claims to have created or developed the Technology or Improvements while being directed by UNIVERSITY, (ii) UNIVERSITY has granted to a third party any of actions, costs and expenses the rights that UNIVERSITY has granted COMPANY under this Agreement or (including reasonable 10 attorneys’ feesiii) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance UNIVERSITY has misappropriated any rights belonging to a third party that UNIVERSITY has granted COMPANY under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees D. The UNIVERSITY and COMPANY agree to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from maintain liability insurance (in such reasonable amounts as they shall respectively determine) at their own individual expense to insure against any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR liability for personal injury arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term subject matter of this Agreement. In addition, all subcontractors performing work on behalf The UNIVERSITY and COMPANY shall provide each other with certification of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORsuch insurance.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety The provisions of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles Article shall be clearly stated on the Certificate survive termination of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Research and License Agreement (Hypertension Diagnostics Inc /Mn)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 10.1. EKF shall indemnify, defend and hold COUNTYharmless XXXXXX and its trustees, officers, medical and professional staff, employees and agents XXXXXX and their respective successors, heirs and assigns (the “Indemnitees”), against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any third party claims, suits, actions, demands or judgments: arising out of any theory of product liability (including, but not limited to, actions in the form of contract, tort, warranty, or strict liability) concerning any product, process or service made, used or sold or license granted under this Agreement.
10.2. EKF’ indemnification shall not apply to liability, damage, loss or expense to the extent that it is directly attributable to the negligent activities, reckless misconduct or intentional misconduct of the indemnitees.
10.3. Liability under the indemnity contained in clause 10.1 is conditional on XXXXXX discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against XXXXXX which may reasonably be considered likely to give rise to a liability under this Indemnity (a Claim), XXXXXX shall:
10.3.1. as soon as reasonably practicable, give written notice of the Claim to EKF, specifying the nature of the Claim in reasonable detail;
10.3.2. not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of EKF (such consent not to be unreasonably conditioned, withheld or delayed) provided that XXXXXX may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to EKF, but without obtaining EKF’s consent) if XXXXXX reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;
10.3.3. give EKF and its elected professional advisers access at mutually agreed reasonable times (on reasonable prior notice) to its premises and appointed officials, 7 its officers, directors, employees, agents agents, representatives or advisers who have direct knowledge of the matter, and those special districts to any relevant assets, accounts, documents and agencies records within the power or control of XXXXXX, so as to enable EKF and its professional advisers to examine them and to take copies for which COUNTY’s 8 Board the purpose of Supervisors acts assessing the Claim; and
10.3.4. be deemed to have given to EKF authority to avoid, dispute, compromise or defend the Claim.
10.4. Nothing in this Agreement shall restrict or limit XXXXXX’x general obligation at law to mitigate a loss it may suffer or Incur as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes a result of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance an event that may give rise to a claim under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: License Agreement (Renalytix AI PLC)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) COMPANY will defend, indemnify and hold COUNTYharmless MAYO, its elected XXXX’x Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESMAYO Indemnitees”) harmless from any 9 and all claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs, expenses, damages and liabilities (including attorneys’ fees, court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or connected with: (i) the practice or exercise of any rights granted hereunder by or on behalf of COMPANY or any Sublicensee; (ii) research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; and (iii) any act or omission of COMPANY or any Sublicensee hereunder, including the negligence or willful misconduct thereof or breach of the Legal Compliance Obligation in Section 11.05 (Anti-Corruption Compliance). [***]
(b) The Parties agree that [***].
(c) COMPANY will continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the liability assumed by COMPANY hereunder during the Term and after, such amount being [***]. In addition, such policy will name MAYO and its Affiliates as additional-named insureds. The minimum limits of any insurance coverage required herein shall not limit COMPANY’s liability.
(d) COMPANY expressly waives any right of subrogation that it may have against MAYO Indemnitees resulting from any claim, demand, liability, judgment, settlement, costs, fees (including reasonable 10 attorneys’ fees) (together, “claims”) and expenses for which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be COMPANY is obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates MAYO Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Patent License Agreement (Perspective Therapeutics, Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees 10.1 Coherus’ Right to indemnify Indemnification. Licensee shall indemnify, defend, and hold COUNTYharmless Coherus and its Affiliates, its elected and appointed officials, 7 their respective officers, directors, employees, agents agents, and those special districts their respective successors, heirs and agencies for which COUNTY’s 8 Board of Supervisors acts as assigns and representatives (the governing Board (“COUNTY INDEMNITEESCoherus Indemnitees”) harmless ), from and against any 9 claimsand all damages, losses, suits, proceedings, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ legal expenses, costs of litigation and reasonable attorney’s fees) ), or judgments, whether for money or equitable relief, of any kind (together, “claimsDamages”) which are asserted against COUNTY resulting from Third Party claims or actions, to the extent arising out of or resulting from 11 CONTRACTORrelating to, directly or indirectly: (a) the negligence, recklessness, or wrongful intentional acts or omissions of Licensee, its Affiliates, and/or its Sublicensees and its or their respective directors, officers, employees, and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach by Licensee of any obligation, where such claims are caused by the negligencerepresentation, 12 recklessnesswarranty, or willful misconduct covenant set forth in this Agreement; (c) the Development, Commercialization, transfer, importation or exportation, labeling, handling or storage, or use of, or exposure to, the Product by or for Licensee or any of CONTRACTORits Affiliates, its officersSublicensees, employees or agents, and contractors in the Territory; and (d) the failure by Licensee, or any of its Affiliates, Sublicensees, agents, or subcontractors to comply with Applicable Laws or the failure of Licensee, or any of its Affiliates, Sublicensees, agents, or subcontractors to materially comply with the Policies and Codes then in effect; except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES in any such case for Damages to the 14 extent that the claims arose from COUNTY’s failure reasonably attributable to use the CONTRACTOR’S system in accordance 15 with the Documentation any Coherus Indemnitee: (i) having committed an act or applicable standards acts of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY misconduct; (ii) having failed to materially comply with Applicable Laws; (iii) having materially breached this Agreement; or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by (iv) to the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless extent such Damages result from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising or arise out of the use of the System by 31 COUNTY any act or omission for which Coherus is found to have an indemnity obligation under Section 10.2 (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTYLicensee’s performance under Right to Indemnification). [***] Certain information in this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY document has used CONTRACTOR’S system in accordance been omitted and filed separately with the 36 Documentation Securities and applicable standards of good clinical practiceExchange Commission. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party Confidential treatment has been requested with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior respect to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORomitted portions.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) COMPANY will defend, indemnify and hold COUNTYharmless COLLABORATORS, its elected COLLABORATORS’ Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESCOLLABORATORS Indemnitees”) harmless from any 9 and all claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs, expenses, damages and liabilities (including attorneys’ fees, court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or connected with: (i) the practice or exercise of any rights and assignments granted hereunder by or on behalf of COMPANY or any Sublicensee; (ii) research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products; and (iii) any act or omission of COMPANY or any Sublicensee hereunder, including the negligence or willful misconduct thereof. COLLABORATORS and COLLABORATORS’ Affiliates shall have no obligation to indemnify COMPANY hereunder.
(b) The Parties agree that this indemnity should be construed and applied in favor of maximum indemnification of COLLABORATORS’ Indemnitees.
(c) COMPANY will continuously carry occurrence-based liability insurance, including products liability and contractual liability, in an amount and for a time period sufficient to cover the liability assumed by COMPANY hereunder during the Term and after, such amount being at least FIVE MILLION (US $5,000,000). In addition, such policy will name COLLABORATORS and COLLABORATORS’ Affiliates as additional-named insureds. The minimum limits of any insurance coverage required herein shall not limit COMPANY’s liability.
(d) COMPANY expressly waives any right of subrogation that it may have against COLLABORATORS Indemnitees resulting from any claim, demand, liability, judgment, settlement, costs, fees (including reasonable 10 attorneys’ fees) (together, “claims”) and expenses for which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be COMPANY is obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates COLLABORATORS’ Indemnitees harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions as amended. A complete copy of this Agreement have document has been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during filed separately with the entire term of this 12 Agreement, Securities and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORExchange Commission.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees 9.1 UMB and its officers and employees acting within the scope of their employment by UMB are subject to indemnify the Maryland Tort Claims Act, Title 12, Subtitle 1, State Government Article, Annotated Code of Maryland, which permits, under certain circumstances and subject to limitations provided by law, claims in tort against the State of Maryland related to negligence of UMB employees. In order to file a claim under the Act, a claimant must submit a written claim to the Treasurer of the State of Maryland or a designee of that office within one year after the injury to the person or property that is the basis of the claim.
9.2 Sponsor has the following insurance coverage and will maintain during the Term insurance coverage in the following minimum amounts per policy period for itself and Sponsor employees: (a) Commercial General Liability insurance against loss or liability in connection with bodily injury, death, or property damage or destruction (including without limitation products liability coverage and contractually liability coverage), $1,000,000 per occurrence for property damage and bodily injury to or death of any one person during any one occurrence, $3,000,000 in the aggregate for all property damage or bodily injury to or death of all persons during any one occurrence, and with reasonable deductible provisions; and (b) Umbrella coverage in an amount of $5,000,000 in the aggregate. Upon request, Sponsor will promptly provide UMB with a certificate or memorandum summarizing its insurance coverage. Sponsor will use reasonable efforts to have UMB listed as an additional insured under such policies.
9.3 Sponsor shall defend, indemnify, and hold COUNTYharmless UMB, its elected and appointed officialsUMB Personnel, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedUMB Related Organizations, and provided that 18 any settlement or compromise shall provide for a full release the State of COUNTY. Notwithstanding the 19 foregoingMaryland, CONTRACTOR’S obligation under Subparagraph Xand their respective regents, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agentsstudents, directorssubcontractors, membersand agents (each individually a “UMB Party”) against any claim, shareholders and/or affiliates harmless from liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees, expert witness fees, court costs and other costs and expenses of litigation at trial and appellate levels) incurred by or imposed upon any UMB Party in connection with any claims, liabilitiessuits, 29 obligations, judgments, causes of actions, costs and expenses demands or judgments arising directly or indirectly from (including reasonable attorneya) Sponsor’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out use or reporting of the Results; (b) use of any material or equipment provided by Sponsor resulting in a claim of patent infringement or violation of proprietary rights against a UMB Party; and/or (c) Sponsor’s negligence, intentional misconduct, or breach of this Agreement, or that by any Sponsor employee or agent.
9.4 The agreement to defend, indemnify, and hold harmless a UMB Party is conditioned upon: (a) the System by 31 COUNTY (except for claims that fall within UMB Party or UMB promptly notifying Sponsor in writing after the scope UMB Party receives notice of Subparagraph X. below) or resulting from 32 COUNTY’s performance any claim; provided, however, the failure to so notify Sponsor will not relieve Sponsor of any obligation which it may have to a UMB Party under this Agreement where or otherwise, to the extent that such claims are failure or delay does not actually and materially prejudice Sponsor; and (b) the UMB Party cooperating with Sponsor in the defense of the claim (but at Sponsor’s expense). The agreement to defend, indemnify, and hold harmless a UMB Party will not apply to the extent that the claim, cost, or liability was solely caused by the negligencenegligence or intentional misconduct of that UMB Party. Notwithstanding the foregoing, 33 recklessnesseach UMB Party will have the right to participate at its own expense in the defense of any claims through counsel of its own choosing. Sponsor will not settle any claim in any manner that affects a UMB Party’s rights without that UMB Party’s prior written consent, which will not be unreasonably withheld, conditioned, or willful misconduct delayed.
9.5 UMB and Sponsor further agree that nothing in this Agreement will be interpreted as: (a) a denial to either party of COUNTY, any remedy or defense available to it under the laws of the State of Maryland; (b) the consent of the State of Maryland or its officers, employees or agents, except that COUNTY 34 shall not agencies, or instrumentalities to be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards sued; or (c) a waiver of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because sovereign immunity or any other governmental immunity of the concurrent active 1 negligence, recklessness, or willful misconduct State of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY Maryland and CONTRACTOR agree that liability 3 will be apportioned as determined by UMB beyond the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification extent of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defensewaiver provided by law.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 17.1 Licensee will (and will require its sublicensees to) indemnify, hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedharmless, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTORThe Regents, its officers, employees, 28 and agents, directors, members, shareholders and/or affiliates harmless from ; the sponsors of the research that led to the Inventions; the inventors of any invention covered by patents or patent applications in Patent Rights (including the Patent Products and Patent Method contemplated thereunder) and their employers against any and all claims, liabilitiessuits, 29 obligationslosses, judgmentsdamages, causes of actionscosts, costs fees, and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR resulting from or arising out of exercise of this license or any sublicense. This indemnification will include, but will not be limited to any product liability.
17.2 The Regents will promptly notify Licensee in writing of any claim or suit which The Regents become aware of and which may be subject to the use provisions of this Article 17 (Indemnification and Insurance). Licensee will have the System sole right to control and settle any such claims or suits, provided that The Regents' written consent, not to be unreasonably withheld, shall be required for any settlement adversely affecting The Regents' rights under this Agreement. The Regents shall cooperate as reasonably requested by 31 COUNTY Licensee in handling any such claim or suit. Licensee shall reimburse The Regents for out- of-pocket expenses incurred providing such assistance. Licensee will keep The Regents informed on a current basis of its defense of any claims pursuant to this Article 17. (except for claims that fall within Indemnification and Insurance).
17.3 Licensee, at its sole cost and expense, will insure its activities in connection with the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance work under this Agreement where such claims are caused by the negligenceand obtain, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system keep in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereofforce, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions (or an equivalent program of self insurance) as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(sfollows:
17.3.1 Comprehensive or Commercial Form General Liability Insurance (contractual liability included) at any reasonable time.with limits as follows:
25 F. All self-insured retentions (SIRsa) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero Each Occurrence............................... $1,000,000 (0b) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.Products/Comprehensive Operations Aggregate... $3,000,000 (c) Personal Injury............................... $1,000,000 (d) General Aggregate (commercial form only)...
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees (a) Subject to indemnify the provisions of Section 8.3 hereof, EXACT shall indemnify, defend and hold COUNTYharmless Genzyme, JHU, The Xxxx Xxxxxxx Health System ("JHHS") and their respective present and former officers, directors, trustees, employees, consultants, agents, students, faculty, treating and consulting physicians, inventors of the Patent Rights, subsidiaries, successors, heirs and assigns (collectively, the "Genzyme Indemnitees") against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the Genzyme Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out of (i) the design, sale, use, manufacture or promotion by EXACT and its elected and appointed officials, 7 officers, directors, employees, agents representatives and those special districts agents, of any process, service or product relating to, or developed, manufactured, used or commercialized pursuant to, this Agreement and agencies for which COUNTY’s 8 Board (ii) the practice and use of Supervisors acts as the governing Board Patent Rights by EXACT and its officers, directors, employees, representatives and agents.
(“COUNTY INDEMNITEES”b) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance EXACT's indemnification under this AgreementSection 8.1 shall not apply to any liability, where such claims are caused by damage, loss or expense to the extent that it is directly attributable to the negligence, 12 recklessness, reckless misconduct or willful intentional misconduct of CONTRACTORthe Genzyme Indemnitees.
(c) EXACT agrees, at its officersown expense, employees to provide attorneys to defend against any actions brought or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES filed against any Genzyme Indemnitee with respect to the 14 extent that the claims arose from COUNTY’s failure subject of indemnity contained herein, whether or not such actions are rightfully brought, such attorneys to use the CONTRACTOR’S system be reasonably acceptable to Genzyme and not to be subject to any conflict of interest in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise representing any of the same only upon approval Genzyme Indemnitees nor to have been deemed within the preceding ten (10) years by any Genzyme Indemnitee to have provided unsatisfactory legal representation of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionmentsuch Genzyme Indemnitee.
27 B. COUNTY agrees (a) Subject to the provisions of Section 8.3 hereof Genzyme shall indemnify, defend and hold CONTRACTOR, harmless EXACT and its present and former officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directorsconsultants, memberssuccessors, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with heirs and assigns (collectively, the 36 Documentation "EXACT Indemnitees") against any liability, damage, loss or expense (including reasonable attorney's fees and applicable standards expenses of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR litigation) incurred by a court of competent jurisdiction because of or imposed upon the concurrent active 1 negligence, recklessnessEXACT Indemnitees, or willful misconduct anyone of CONTRACTOR them, in connection with any claims, suits, actions, demands or judgments arising out of (i) the design, sale, use, manufacture or promotion by Genzyme and its officers, directors, employees, representatives and agents, 2 of any process, service or product utilizing the Patent Rights in the Field and (ii) the practice and use of the Patent Rights in the Field by Genzyme and its officers, directors, membersemployees, shareholders and/or affiliates, COUNTY representatives and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentagents.
4 C. Except for Subparagraph X(b) Genzyme's indemnification under this Section 8.2 shall not apply to any liability, belowdamage, each Party agrees loss or expense to the extent it is directly attributable to the negligence, reckless misconduct or intentional misconduct of the EXACT Indemnitees.
(c) Genzyme agrees, at its own expenses to provide attorneys to defend against any actions brought or filed against any EXACT Indemnitee with respect to the indemnifying party with 5 written notification subject of indemnity contained herein, whether or not such actions are rightfully brought, such attorneys to be reasonably acceptable to EXACT and not to be subject to any claim related conflict of interest in representing any of the EXACT Indemnitees not to this Agreement have been deemed within the preceding ten (10) business days years by any EXACT Indemnitee to have provided unsatisfactory legal representation of notice 6 thereof, and in such EXACT Indemnitee.
8.3 In the event any such action is commenced or claim made or threatened against an indemnified party covered by Section 8.1 or 8.2 hereof, the indemnifying indemnified party is subsequently named a party to such claim, each party 7 shall cooperate with promptly notify the indemnifying party in its defensewriting of such event. The failure of indemnified party to deliver notice to the indemnifying party within a reasonable time after the commencement of any such action, if materially prejudicial to the ability of the indemnifying party to defend such action, shall relieve the indemnifying party of any liability to the indemnified party under this Article 8 solely with respect to such action, but the failure to deliver notice to the indemnifying party will not relieve it of any liability with respect to such action that it may have to the indemnified party otherwise than under this Article 8. The indemnifying party shall assume, with the reasonable cooperation of the indemnified party, the investigation and defense of, and may settle that part of, any such claim or action commenced or made against the indemnified party which relates to the indemnifying party's indemnification and the indemnifying party may take such other steps as may be necessary to protect itself. The indemnifying party shall not be liable to indemnified party on account of any settlement of any such claim or litigation affected without the indemnifying party's express written consent, which consent shall not be unreasonably withheld or delayed. The right of the indemnifying party to assume the defense of any action shall be limited to that part of the action commenced against an indemnified party which relates to the indemnifying party's obligation of indemnification and holding harmless.
8 D. Prior to (a) Beginning at such time as any Diagnostic Service, Licensed Reagent or Kit relating to, or developed pursuant to, this Agreement is being made available (other than for the provision purpose of services under this Agreementobtaining regulatory approvals) by EXACT, the CONTRACTOR agrees to purchase 9 all required insurance EXACT shall, at CONTRACTOR’s its sole cost and expense, including all endorsements required hereinprocure and maintain commercial general liability insurance, 10 necessary to satisfy the COUNTY that the applicable worldwide, in amounts not less than [CONFIDENTIAL TREATMENT REQUESTED]/*/ per incident and [CONFIDENTIAL TREATMENT REQUESTED]/*/ annual aggregate and naming Indemnitees as additional insureds. Such commercial general liability insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance shall provide (i) product liability coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term (ii) contractual liability coverage for EXACT's indemnification under Section 8.1 of this Agreement. In addition, If EXACT elects to self-insure all subcontractors performing work on behalf or part of 14 CONTRACTOR pursuant the limits described above (including deductibles or retentions that are in excess of [CONFIDENTIAL TREATMENT REQUESTED]/*/ annual aggregate) such self-insurance program must be acceptable to Genzyme. The minimum amounts of insurance coverage required under this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR Section 8.4(a) shall not allow subcontractors be construed to work if subcontractors have less 20 than the level create a limit of coverage required by COUNTY from CONTRACTOR EXACT's liability with respect to its indemnification obligation under this agreement. It is the 21 obligation Section 8.1 of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
(b) Genzyme shall, at its sole cost and expense, procure and maintain commercial general liability insurance, applicable worldwide, in amounts not less than [CONFIDENTIAL TREATMENT REQUESTED]/*/ per incident and [CONFIDENTIAL TREATMENT REQUESTED]/*/ annual aggregate and naming the EXACT Indemnitees as additional insureds. Such commercial general liability insurance /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. shall provide (i) product liability coverage and (ii) contractual liability coverage for Genzyme's indemnification under Section 8.2 of this Agreement. If Genzyme elects to self-insure all or part of the limits described above (including deductibles or retentions that are in excess of [CONFIDENTIAL TREATMENT REQUESTED]/*/ annual aggregate) such self-insurance program must be acceptable to EXACT. The minimum amounts of insurance coverage required under this Section 8.4(a) shall not be construed to create a limit of Genzyme's liability with respect to its indemnification obligation under Section 8.2 of this Agreement.
(c) Each party shall provide the other with written evidence of such insurance upon request of the other party. Each party shall provide the other with written notice at least thirty (30) days prior to the cancellation, non-renewal or material change in such insurance. If such party does not obtain replacement insurance providing comparable coverage within such thirty (30) day period, the other party shall have the right to terminate this Agreement and the rights, privileges and license granted hereunder effective at the end of such thirty (30) day period without any notice or additional waiting periods.
(d) Each party shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (a) the period that any process, service or product relating to, or developed pursuant to, this Agreement is being made available (other than for the purpose of obtaining regulatory approvals) by EXACT and (b) a reasonable period after the period referred to in clause (a) above which in no event shall be less than fifteen (15) years.
Appears in 1 contract
Samples: License Agreement (Exact Corp)
Indemnification and Insurance. 6 A. CONTRACTOR agrees 9.1 UMB and its officers and employees acting within the scope of their employment by UMB are subject to indemnify the Maryland Tort Claims Act, Title 12, Subtitle 1, State Government Article, Annotated Code of Maryland, which permits, under certain circumstances and subject to limitations provided by law, claims in tort against the State of Maryland related to negligence of UMB employees. In order to file a claim under the Act, a claimant must submit a written claim to the Treasurer of the State of Maryland or a designee of that office within one year after the injury to the person or property that is the basis of the claim.
9.2 Sponsor warrants that it maintains a policy or program of insurance or self-insurance at levels sufficient to support the indemnification obligations assumed herein. A certificate evidencing such coverage will be delivered to UMB upon request.
9.3 Sponsor shall defend, indemnify, and hold COUNTYharmless UMB, its elected and appointed officialsUMB Personnel, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedUMB Related Organizations, and provided that 18 any settlement or compromise shall provide for a full release the State of COUNTY. Notwithstanding the 19 foregoingMaryland, CONTRACTOR’S obligation under Subparagraph Xand their respective regents, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agentsstudents, directorssubcontractors, membersand agents (each individually a “UMB Party”) against any claim, shareholders and/or affiliates harmless from liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees, expert witness fees, court costs and other costs and expenses of litigation at trial and appellate levels) incurred by or imposed upon any UMB Party in connection with any claims, liabilitiessuits, 29 obligations, judgments, causes of actions, costs and expenses demands or judgments arising directly or indirectly from (including reasonable attorneya) Sponsor’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out use or reporting of the Results; (b) use of any material or equipment provided by Sponsor resulting in a claim of patent infringement or violation of proprietary rights against a UMB Party; and/or (c) Sponsor’s negligence, intentional misconduct, or breach of this Agreement, or that by any Sponsor employee or agent.
9.4 The agreement to defend, indemnify, and hold harmless a UMB Party is conditioned upon: (a) the System by 31 COUNTY (except for claims that fall within UMB Party or UMB promptly notifying Sponsor in writing after the scope UMB Party receives notice of Subparagraph X. below) or resulting from 32 COUNTY’s performance any claim; provided, however, the failure to so notify Sponsor will not relieve Sponsor of any obligation which it may have to a UMB Party under this Agreement where or otherwise, to the extent that such claims are failure or delay does not actually and materially prejudice Sponsor; and (b) the UMB Party cooperating with Sponsor in the defense of the claim (but at Sponsor’s expense). The agreement to defend, indemnify, and hold harmless a UMB Party will not apply to the extent that the claim, cost, or liability was solely caused by the negligencenegligence or intentional misconduct of that UMB Party. Notwithstanding the foregoing, 33 recklessnesseach UMB Party will have the right to participate at its own expense in the defense of any claims through counsel of its own choosing. Sponsor will not settle any claim in any manner that affects a UMB Party’s rights without that UMB Party’s prior written consent, which will not be unreasonably withheld, conditioned, or willful misconduct delayed.
9.5 UMB and Sponsor further agree that nothing in this Agreement will be interpreted as: (a) a denial to either party of COUNTY, any remedy or defense available to it under the laws of the State of Maryland; (b) the consent of the State of Maryland or its officers, employees or agents, except that COUNTY 34 shall not agencies, or instrumentalities to be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards sued; or (c) a waiver of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because sovereign immunity or any other governmental immunity of the concurrent active 1 negligence, recklessness, or willful misconduct State of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY Maryland and CONTRACTOR agree that liability 3 will be apportioned as determined by UMB beyond the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification extent of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defensewaiver provided by law.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 9.1.1 To the maximum extent permitted by law, each Member (the “Indemnifying Member”) will indemnify, defend, and hold COUNTYharmless the other Members (each, its elected an "Indemnified Member") and appointed officialseach such Indemnified Member's respective affiliates, 7 officerssubsidiaries, agents, representatives, directors, employeestrustees, agents officers, employees and those special districts subcontractors, from and agencies for which COUNTY’s 8 Board against such portion of Supervisors acts damages, penalties, fines and expenses, including reasonable attorneys' fees and settlement costs, as the governing Board applicable (collectively “COUNTY INDEMNITEESLosses”), resulting from any demand, suit, action, or proceeding brought by a third party (collectively, “Claim”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by to the extent attributable to the negligence, 12 recklessnesswillful misconduct, or non-performance of an obligation under this Agreement or its Exhibits, of the Indemnifying Member or any of its affiliates, subsidiaries, agents, representatives, directors, trustees, officers, employees and subcontractors, except to the extent such Losses are attributable to the negligence, willful misconduct misconduct, or non-performance of CONTRACTORan obligation under this Agreement or its Exhibits of such Indemnified Member or any of its respective affiliates, its subsidiaries, agents, representatives, directors, trustees, officers, employees or agentssubcontractors. For clarity, except that 13 CONTRACTOR the indemnification obligation set forth in this Section 9.1.1 shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to include the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards obligation of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees each Member to indemnify, defend and hold CONTRACTORharmless Geisel/D-H and any other Member, its officersas applicable, employees, 28 agents, directors, members, shareholders and/or affiliates harmless for any Losses resulting from any claims, liabilities, 29 obligations, judgments, causes Claim related to the submission of actions, costs and expenses (including Member Data by such Member which has not been De-identified in accordance with the requirements of Section 4.1.
9.1.2 The Indemnifying Member shall have the right to exercise reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall control over any Claims within the scope of Subparagraph X. below) its indemnification obligations under Section 9.1.1; provided, however, that the Member seeking indemnification shall have the right to participate in any litigation or resulting other proceeding insofar as it concerns Losses against them. The foregoing right to participate shall include the right to select and retain counsel to represent such Member at its expense. If a Member becomes aware of any Losses arising from 32 COUNTY’s performance a Claim which it believes is indemnifiable under this Agreement where Section 9.1.1, such claims are caused Member shall give the Indemnifying Member prompt notice of such Claim. If such Member fails to notify the Indemnifying Member promptly, the Indemnifying Member shall be relieved of its obligation to indemnify under 9.1.1 to the extent the Indemnifying Member is prejudiced by the negligencedelay in notice. All Members seeking indemnification shall cooperate to the extent necessary in the defense of any Claims within the scope of Section 9.1.
1. In the event the Indemnifying Member does not undertake to defend any Claim that is the subject of Section 9.1.1, 33 recklessnessthe Member seeking indemnification shall have the right to defend such Claim at the expense of the Indemnifying Member. No Member who has assumed the defense of any Claim shall settle the Claim without the consent of the Indemnifying Member or the Member seeking indemnification, as the case may be, which consent shall not be unreasonably withheld, conditioned or willful misconduct delayed.
9.1.3 The provisions of COUNTYSections 9.1.1 and 9.1.2 shall constitute the sole and exclusive remedy of each Indemnified Member and its respective affiliates, its subsidiaries, agents, representatives, directors, trustees, officers, employees or agents, except that COUNTY 34 shall not be obligated subcontractors with respect to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentany Losses arising from any Claim.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Hyperbaric Oxygen Treatment Registry Consortium Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed19.1 LICENSEE will, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoingwill require its sublicensees to, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, hold harmless, and defend REGENTS and hold CONTRACTOR, its officers, employees, 28 and agents; sponsor(s) of the research that led to the INVENTION and BIOLOGICAL MATERIAL included in REGENTS’ PROPERTY RIGHTS; and the inventors of any patents and patent applications under REGENTS’ PATENT RIGHTS and their employers against any and all losses, directorsdamages, memberscosts, shareholders and/or affiliates harmless from any claimsfees, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR resulting from third party claims and suits arising out of the exercise of this license or any sublicense or any use or possession of the System by 31 COUNTY (except for claims BIOLOGICAL MATERIAL. This indemnification will include, but not be limited to, any product liability claims.
19.2 LICENSEE, at its sole cost and expense, will ensure that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligenceapplicable entity performing activities in connection with any work performed hereunder, 33 recklessnesswhether LICENSEE, an AFFILIATE, or willful misconduct a sublicensee, will obtain, keep in force, and maintain the following insurance:
(a) prior to the start of COUNTYclinical trials of a LICENSED PRODUCT, its officersCommercial Form General Liability Insurance (contractual liability included) with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***] 4D Molecular Therapeutics LLC Exclusive License
(b) upon the start of any clinical trials of a LICENSED PRODUCT, employees Commercial Form General Liability Insurance (contractual liability included), and product liability insurance if not otherwise included, with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***]
(c) upon the first commercial sale of a LICENSED PRODUCT, LICENSED SERVICE or agentsLICENSED METHOD, except that COUNTY 34 Commercial Form General Liability Insurance (contractual liability included), and product liability insurance if not otherwise included, with limits as follows: Each Occurrence $[***] Products/Completed Operations Aggregate $[***] Personal and Advertising Injury $[***] General Aggregate $[***] If the above insurance is written on a claims-made form, it shall not be obligated to indemnify CONTRACTORcontinue for [***] ([***]) years following termination or expiration of this Agreement.
(d) worker’s compensation as legally required in the jurisdiction in which LICENSEE, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessnessan AFFILIATE, or willful misconduct a sublicensee, as applicable, is doing business. LICENSEE will promptly notify REGENTS of CONTRACTOR or its officersany material reduction in the insurance coverages below the amounts required hereunder.
19.3 The coverage and limits referred to in Paragraph 19.2 above will not in any way limit the liability of LICENSEE under Paragraph 19.1. Upon the execution of this Agreement, employeesLICENSEE will furnish REGENTS with certificates of insurance evidencing compliance with all requirements. Such certificates will: 4D Molecular Therapeutics LLC Exclusive License
(a) where possible, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree provide for [***] ([***]) days’ ([***] ([***]) days for non-payment of premium) advance written notice to REGENTS of any cancellation of insurance coverages;
(b) indicate that liability 3 REGENTS has been endorsed as an additional insured under the coverage described above in Paragraph 19.2; and
(c) include a provision that the coverage will be apportioned as determined primary and will not participate with, nor will be excess over, any valid and collectable insurance or program of self-insurance maintained by the court. Neither party shall request a jury apportionmentREGENTS.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification 19.4 REGENTS will promptly notify LICENSEE in writing of any claim related or suit brought against REGENTS for which REGENTS intends to this Agreement within ten (10) business days invoke the provisions of notice 6 thereofParagraph 19.1. LICENSEE will keep REGENTS informed of its defense of any claims pursuant to Paragraph 19.1, and REGENTS will cooperate reasonably in any such suit. If REGENTS invokes the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees Paragraph 19.1, REGENTS will not make any admissions or take any actions in such claim or suit that may prejudice or impair LICENSEE’s ability to keep defend such insurance coverage in effect during the entire term of this 12 Agreementclaim or suit without LICENSEE’s prior written consent, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work LICENSEE will not admit liability or wrongdoing on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTORREGENTS without REGENTS’ prior written consent.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Exclusive License and Bailment Agreement (4D Molecular Therapeutics Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 10.1 DeRoyal will defend, indemnify, and hold COUNTY, Vendor and its elected and appointed officials, 7 officers, directors, employeesshareholders, employees and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claimsand all third party claims (including reasonable attorneys' fees, liabilitiescosts and disbursements) arising from:
(a) DeRoyal or any of its agents or employees' negligence or willful misconduct; and/or
(b) Breach by DeRoyal or any of its agents or employees of any warranty contained in this Agreement.
10.2 Vendor will defend, obligationsindemnity, and hold DeRoyal and its officers, directors, employees and agents harmless from third party claims (including reasonable attorneys' fees, costs and disbursements)to the extent arising from:
(a) Vendor or any of its agents or employees' negligence or willful misconduct;
(b) Breach by Vendor or any of its agents or employees of any representation or warranty contained in this Agreement.
10.3 In any claim where a duty to indemnify may or will arise, the party who would be entitled to indemnify ("Non-Indemnifying Party") will not settle any such claim, confess judgment, knowingly allow itself to be defaulted, allow any judgment to be taken against the party potentially responsible for indemnification (the "Indemnifying Party"), without first:
(a) Giving notice to the Indemnifying Party immediately upon becoming aware of the claim;
(b) Allowing the Indemnifying Party to meaningfully participate in the resolution and/or settlement of the claim; and
(c) Obtaining the Indemnifying Party's prior written consent to any such settlement or consent judgment, which consent will not be unreasonably withheld or delayed.
10.4 Furthermore, the Indemnifying Party will not be liable for attorney's fees or expenses of litigation of the Non-Indemnifying Party unless the Non-Indemnifying Party promptly tenders and gives the Indemnifying Party the opportunity to assume control of the defense or settlement. In addition, if the Identifying Party assumes such control, it will only be responsible for the legal fees and litigation expenses of the attorneys it designates to assume control of the litigation or settlement. All payments, settlements, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system incurred in accordance 15 connection with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding judgment entered into or allowed without complying with the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability foregoing obligations will be apportioned as determined borne by the court. Neither party shall request a jury apportionmentNon-Indemnifying Party.
27 B. COUNTY agrees (a) Vendor shall maintain Product liability insurance in a minimum amount of one million dollars ($1,000,000) per occurrence and up to indemnify, defend five million dollars ($5,000,000) aggregate. Vendor shall name DeRoyal as an additional insured on its product liability insurance and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes shall supply DeRoyal a certificate of actions, costs and expenses insurance evidencing such insurance within thirty (including reasonable attorney’s fees30) 30 (together “claims”) which are asserted against CONTRACTOR arising out days after the execution of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentAgreement.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification (b) Vendor shall obtain a certificate of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and insurance from Txxxxxx Plastics Group evidencing product liability insurance in the event amounts set forth in the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with above subsection (a) within thirty (30) days from the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term execution of this Agreement. In addition, all subcontractors performing work on behalf Vendor shall forward a copy of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof such certificate of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timeDeRoyal.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Vendor Supply Agreement (Surgical Safety Products Inc)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to 21.1 To the fullest extent permitted by law, Buyer shall defend, indemnify and hold COUNTYSeller and its affiliates, successors, heirs, and assigns and its elected and appointed officials, 7 their respective officers, directors, employees, and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as (the governing Board (“COUNTY INDEMNITEES”) "Seller Indemnitees"), harmless from any 9 and all claims, damages, demands, suits, causes of action, controversy, judgements, liabilities, obligationsfines, judgmentsregulatory actions, causes seizures of actionsNR Product, losses, costs and expenses (including reasonable 10 including, but not limited to attorneys’ fees, expert witness expenses and litigation expenses) (togetherhereinafter “Claim”), “claims”arising from or in connection with any Claim asserted by a third party against Seller (i) which are asserted against COUNTY for any damage, environmental liability, patent or intellectual property infringement caused by Buyer’s use, modification or alteration of the NR Product, or any combination of the NR Product in connection with Buyer’s product or any third party’s product, or (ii) any injury, death, loss, property damage, delay or failure in delivery of Seller’s NR Product or any other Claim for injuries or damage to the general public who consumed the Approved Product (unless due solely and exclusively to a Claim arising out of from the NR Product), or resulting from 11 CONTRACTOR(iii) any alleged or actual act, error, omission, or negligence by Buyer or Buyer’s performance under Affiliates’ agents, employees, or representatives in connection with the NR Product, Approved Products, or this Agreement, where such claims are caused by whether in tort, contract, breach of warranty or otherwise, relating to this Agreement, the negligencebusiness relationship between the Parties, 12 recklessnessBuyer’s development, manufacture, distribution, promotion, and sale of the Approved Products, or Buyer’s breach of this Agreement (including breach of Buyer’s representations and warranties). Notwithstanding the foregoing, Buyer has no indemnity obligation to Seller to the extent that any Claims result directly from the negligence or willful misconduct of CONTRACTORSeller or a material breach of this Agreement by Seller.
21.2 To the fullest extent permitted by law, Seller shall defend, indemnify and hold Buyer and its affiliates, successors, heirs, and assigns and its and their respective officers, employees directors, employees, and agents (the "Buyer Indemnitees") harmless from any and all Claims, arising from or in connection with any Claim asserted by a third party against Buyer for (i) any patent or other intellectual property right infringement in connection with the NR Product (provided that such alleged infringement does not arise from (A) the combination of the NR Product with other ingredients or (B) Buyer’s intellectual property, including New IP), or (ii) any alleged or actual act, error, omission, or negligence by Seller or Seller’s Affiliates’ agents, except that 13 CONTRACTOR shall not be obligated employees, or representatives in connection with this Agreement whether in tort, contract, breach of warranty or otherwise, relating to indemnify COUNTY this Agreement, the business relationship between the Parties, the NR Product provided hereunder, or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTYSeller’s failure to breach of this Agreement, or (iii) any use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, ChromaDex 22 Buyer’s and provided that 18 any settlement or compromise shall provide for a full release of COUNTYSeller’s Initials /s/ CK /s/ RF 197763379 v4 Trademarks. Notwithstanding the 19 foregoing, CONTRACTOR’S Seller has no indemnity obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 Buyer to the use of extent that any Claims result directly from the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees Buyer or agents, except that COUNTY 34 shall if such claims stem from Buyer’s acts or use which is not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation rights and applicable standards requirements of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentBuyer herein.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Supply Agreement (ChromaDex Corp.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 10.1 DeRoyal will defend, indemnify, and hold COUNTY, Vendor and its elected and appointed officials, 7 officers, directors, employeesshareholders, employees and agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claimsand all third party claims (including reasonable attorneys' fees, liabilitiescosts and disbursements) arising from:
(a) DeRoyal or any of its agents or employees' negligence or willful misconduct; and/or
(b) Breach by DeRoyal or any of its agents or employees of any warranty contained in this Agreement.
10.2 Vendor will defend, obligationsindemnity, and hold DeRoyal and its officers, directors, employees and agents harmless from third party claims (including reasonable attorneys' fees, costs and disbursements)to the extent arising from:
(a) Vendor or any of its agents or employees' negligence or willful misconduct;
(b) Breach by Vendor or any of its agents or employees of any representation or warranty contained in this Agreement.
10.3 In any claim where a duty to indemnify may or will arise, the party who would be entitled to indemnify ("Non-Indemnifying Party") will not settle any such claim, confess judgment, knowingly allow itself to be defaulted, allow any judgment to be taken against the party potentially responsible for indemnification (the "Indemnifying Party"), without first:
(a) Giving notice to the Indemnifying Party immediately upon becoming aware of the claim;
(b) Allowing the Indemnifying Party to meaningfully participate in the resolution and/or settlement of the claim; and
(c) Obtaining the Indemnifying Party's prior written consent to any such settlement or consent judgment, which consent will not be unreasonably withheld or delayed.
10.4 Furthermore, the Indemnifying Party will not be liable for attorney's fees or expenses of litigation of the Non-Indemnifying Party unless the Non-Indemnifying Party promptly tenders and gives the Indemnifying Party the opportunity to assume control of the defense or settlement. In addition, if the Identifying Party assumes such control, it will only be responsible for the legal fees and litigation expenses of the attorneys it designates to assume control of the litigation or settlement. All payments, settlements, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system incurred in accordance 15 connection with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding judgment entered into or allowed without complying with the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability foregoing obligations will be apportioned as determined borne by the court. Neither party shall request a jury apportionmentNon-Indemnifying Party.
27 B. COUNTY agrees (a) Vendor shall maintain Product liability insurance in a minimum amount of one million dollars ($1,000,000) per occurrence and up to indemnify, defend five million dollars ($5,000,000) aggregate. Vendor shall name DeRoyal as an additional insured on its product liability insurance and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes shall supply DeRoyal a certificate of actions, costs and expenses insurance evidencing such insurance within thirty (including reasonable attorney’s fees30) 30 (together “claims”) which are asserted against CONTRACTOR arising out days after the execution of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionmentAgreement.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification (b) Vendor shall obtain a certificate of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and insurance from Tuthill Plastics Group evidenxxxx xxoduct liability insurance in the event amounts set forth in the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with above subsection (a) within thirty (30) days from the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term execution of this Agreement. In addition, all subcontractors performing work on behalf Vendor shall forward a copy of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof such certificate of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timeDeRoyal.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Vendor Supply Agreement (Surgical Safety Products Inc)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify The Contractor shall indemnify, defend and hold COUNTY, harmless the state of Connecticut and its elected and appointed officials, 7 officers, directorsrepresentatives, agents, servants, employees, agents successors and those special districts assigns from and agencies for which COUNTY’s 8 Board against any and all: claims arising directly or indirectly, in connection with the Contract, including the acts of Supervisors acts as commission or omission (collectively the governing Board (“COUNTY INDEMNITEESActs”) harmless from any 9 claims, of the Contractor or subcontractors; and liabilities, obligationsdamages, judgments, causes of actionslosses, costs and expenses (expenses, including reasonable 10 but not limited to attorneys’ and other professionals’ fees) (together, “claims”) which are asserted against COUNTY arising out of arising, directly or resulting from 11 CONTRACTORindirectly, in connection with Claims, Acts or the Contract. The Contractor’s performance obligations under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees section to indemnify, defend and hold CONTRACTORharmless against claims includes claims concerning confidentiality of any part of or all of the bid or any records, and intellectual property rights, other propriety rights of any person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, articles or appliances furnished or used in the performance of the Contract. The Contractor shall reimburse the CTDOL for any and all damages to the real or personal property of the State of Connecticut and/or CTDOL caused by the Acts of the Contractor or any subcontractors. The State of Connecticut and/or CTDOL shall give the Contractor reasonable notice of any such claims. The Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the Contract, without being lessened or compromised in any way, even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the claims and/or where the State of Connecticut and/or CTDOL is alleged or is found to have contributed to the Acts giving rise to the claims. The Contractor shall: carry and maintain at all times during the term of the Contract as well as during the time that any sections survive the term of the Contract, according to the nature of the work to be performed under this Contract, sufficient general liability insurance to: satisfy its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless obligations under this Contract and to “save harmless” the State of Connecticut from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are suits or demands that may be asserted against CONTRACTOR arising out it by reason of any act or omission of the use Contractor, subcontractor or employees of either the Contractor or subcontractor(s) in providing services under this Contract; name the State of Connecticut and CTDOL as an additional insured on the policy and provide a copy of the System by 31 COUNTY (except policy to the CTDOL prior to the effective date of the Contract. The Contractor shall not begin performance until the delivery of the policy to the CTDOL. The rights provided in this section for claims that fall within the scope benefit of Subparagraph X. below) the State of Connecticut and CTDOL shall encompass the recovery of attorneys’ and other professionals’ fees expended in pursuing a claim against a third party. This section shall survive the termination, cancellation or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by expiration of the negligenceContract, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 and shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR limited by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification reason of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Contract
Indemnification and Insurance. 6 A. CONTRACTOR agrees to (a) COMPANY will defend, indemnify and hold COUNTYharmless MAYO, its elected XXXX’x Affiliates and appointed officialstheir respective trustees, 7 officers, directorsagents, employees, agents independent contractors and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board employees (“COUNTY INDEMNITEESMAYO Indemnitees”) harmless from any 9 and all third party claims, liabilitiesactions, obligationsdemands, judgments, causes of actionslosses, costs costs, expenses, damages and expenses liabilities (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY court costs and other expenses of litigation), regardless of the legal theory asserted, arising out of or resulting connected with: (i) the practice or exercise of any rights granted hereunder by or on behalf of COMPANY or any Sublicense or Distributor; (ii) research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Technology Products; and (iii) any act or omission of COMPANY or any Sublicense or Distributor hereunder, including the negligence or willful misconduct thereof or breach of Section 11.05 (Anti-Corruption Compliance); provided that, COMPANY shall have no obligation MAYO to the extent that a third party claim arises from 11 CONTRACTOR’s performance or relates to (i) compensation due to MAYO Investigator in connection with the licenses or equity grants under this Agreement, where such claims are caused by the and/or (iii) MAYO’s fraud, gross negligence, 12 recklessnesswillful misconduct, or willful misconduct and/or material breach of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR this Agreement. MAYO and MAYO’s Affiliates shall not be obligated have no obligation to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionmentCOMPANY hereunder.
27 B. COUNTY agrees (b) As a condition to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s feesindemnification provided in this Section 9.04(b) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of MAYO Indemnitee seeking indemnification will notify the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement other COMPANY within ten (10) business days after receipt of written notice 6 thereofof any claim for which the MAYO Indemnitee intends to seek indemnification hereunder, except that the COMPANY shall not be released from this indemnity obligation if the failure to notify COMPANY within such period of ten (10) business days does not materially prejudice the defense of such claim or suit. MAYO and any such MAYO Indemnitee shall reasonably cooperate fully with COMPANY and/or its insurers in the defense of such claim and reasonably provide all such information and documentation as may be reasonably requested by COMPANY and/or its insurers relating thereto. COMPANY shall have the right to select defense counsel, and in to direct the event the indemnifying party is subsequently named a party to defense or settlement of any such claim, each provided that COMPANY shall not settle any claim to which MAYO is party 7 shall cooperate with without the indemnifying party in its defenseprior written consent of MAYO, such consent not to be unreasonable conditioned, delayed or withheld.
8 D. Prior (c) COMPANY will carry occurrence-based liability insurance to the provision of services cover its obligations under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, Agreement including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect products liability and contractual liability during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this AgreementTerm with such amount being at least FIVE MILLION DOLLARS (US $5,000,000). In addition, all subcontractors performing work on behalf such policy will name MAYO and Mayo Clinic as additional-named insureds. The minimum limits of 14 CONTRACTOR pursuant to this Agreement shall obtain any insurance subject to the same terms and 15 conditions as set forth coverage required herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timelimit COMPANY’s liability hereunder.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Know How License Agreement (Perspective Therapeutics, Inc.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to 14.1 ZOGENIX shall defend, indemnify and hold COUNTYharmless DESITIN, its elected Affiliates and appointed officials, 7 its and their officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board contractors (“COUNTY INDEMNITEESDESITIN Parties”) harmless from and against any 9 and all claims, liabilitiesactions, obligationsdemands, judgmentslosses, causes of actionsdamages, costs and reasonable expenses (including reasonable 10 attorneys’ legal and expert fees) made or brought by Third Parties (together, “claimsClaims”) which are asserted against COUNTY arising out from or in connection with:
(a) the personal injury or death caused by the defective design and/or manufacture of the Product when supplied to DESITIN by ZOGENIX or resulting from 11 CONTRACTOR’s performance its designee; or *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Licensing & Distribution Agreement between Zogenix & Desitin as of March 14, 2008 Page 20
(b) the breach of the warranties given by ZOGENIX under this Agreement, where or
(c) the negligence of ZOGENIX Parties (as defined below) in the research, development, marketing, distribution, sale or use of the Product before the Effective Date both in or outside the Territory, or
(d) the negligence of ZOGENIX Parties in the research, development, marketing, distribution, sale or use of the Product following the Effective Date outside the Territory, provided that, in each case, such Claims do not arise from the negligence or wilful default of the DESITIN Parties.
14.2 DESITIN shall defend, indemnify and hold harmless ZOGENIX, its Affiliates and its and their officers, directors, employees, agents and contractors (the “ZOGENIX Parties”) from and against any and all Claims arising from or in connection with:
(a) the development, marketing, distribution, sale or use of the Product in the Territory after the Effective Date;
(b) the negligence by DESITIN Parties in relation to the development, marketing, distribution, sale or use of the Product in the Territory after the Effective Date; or
(c) the breach of the warranties given by DESITIN under this Agreement, provided that, in each case, such Claims do not arise from the negligence or wilful default of the ZOGENIX Parties. For the avoidance of doubt DESITIN shall in no event be liable for any claims are arising from or in connection with the infringement of Third Party Rights, particularly patents and trademarks, caused by the negligence, 12 recklessness, manufacture or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise composition of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld Product or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System Trademark.
14.3 Each Party shall promptly provide the other Party with copies of all papers and official documents received in respect of any Claims and shall cooperate as reasonably requested by COUNTY regardless the other Party in the defence of CONTRACTOR’Sany Claims. The Party which is indemnifying the other Party hereunder shall have control of, and discretion in, the handling of the defense and/or settlement of any such Claim, including, without limitation, the selection of defense counsel; provided, however, that the indemnified Party may take any appropriate action necessary to preserve or avoid prejudice to its interests, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because the interests of the concurrent active negligenceindemnifying Party, recklessnessin the event that (1) notice to the indemnifying Party cannot be given in sufficient time for such Party to take action, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES(2) the indemnifying Party, CONTRACTOR after prompt notice and COUNTY agree that 26 liability will be apportioned as determined by inquiry from the court. Neither party shall request a jury apportionmentindemnified Party, fails to acknowledge its obligation to indemnify the indemnified Party under this Clause 14.
27 B. COUNTY agrees 14.4 Each Party shall maintain, at its own cost, comprehensive product liability insurance and general commercial liability insurance adequate to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance cover their respective obligations under this Agreement where in such claims are caused by amount as the negligence, 33 recklessness, or willful misconduct of COUNTY, Parties customarily maintain with respect to its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation other products and applicable standards of good clinical practice. If judgment which is entered against 37 COUNTY reasonable and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and customary in the event the indemnifying party is subsequently named a party to such claim, each party 7 pharmaceutical industry in their respective territories for companies of comparable size and activities. Each Party shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep maintain such insurance coverage in effect during policy for not less than [***] ([***]) years following the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term expiry or termination of this Agreement. In addition, all subcontractors performing work on behalf A certificate of 14 CONTRACTOR pursuant insurance and any other documentation necessary to prove compliance with this Agreement shall obtain insurance subject provision will be provided to the same terms and 15 conditions as set forth herein for CONTRACTORother Party upon request.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time14.5 TO THE FULL EXTENT PERMITTED BY LAW, APART FROM THE FOREGOING WARRANTIES AND INDEMNITY OR SUCH WARRANTIES OR INDEMNITY AS MAY BE CONTAINED WITHIN THE MANUFACTURING AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND LIABILITIES, WHETHER EXPRESS OR IMPLIED, ARISING FROM CONTRACT OR TORT (EXCEPT FRAUD), IMPOSED BY STATUTE OR OTHERWISE, RELATING TO THE PRODUCTS AND/OR ANY LICENSED TECHNOLOGY, INCLUDING ANY WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE WITH DESCRIPTION, OR NON-INFRINGEMENT.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply14.6 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverageINCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: Licensing and Distribution Agreement
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify 12.1 BI will indemnify, defend and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) Mallinckrodt harmless from and against any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY all Damages incurred or suffered by Mallinckrodt arising out of or resulting from 11 CONTRACTORfrom: (i) BI’s breach of a material term of this Agreement; (ii) BI’s breach of any of its representations or warranties hereunder; (iii) BI’s performance under this Agreementof its obligations hereunder, where such claims are caused including the Development, manufacture, handling, use, marketing, sale or other disposition, of Compound, Product Component and/or Product by the negligence, 12 recklessness, or willful misconduct any of CONTRACTORBI, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayedSublicensees, and provided that 18 their contractors; (iv) any settlement actual or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoingalleged bodily injury, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 illness or death sustained in connection with the use of the System by COUNTY regardless Product; or (v) BI’s breach of CONTRACTOR’Sany of its obligations under the [*] License Agreement, the Erasmus License Agreement, any Third Party license agreement(s) or its any Other Data Agreement(s), except to the extent that such Damages are due to Mallinckrodt’s or Mallinckrodt’s directors’, officers’, or employees’ or 23 agents’, negligence or willful misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to 12.2 Mallinckrodt will indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates BI harmless from and against any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR all Damages incurred or suffered by BI arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTYfrom: (i) Mallinckrodt’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct breach of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire material term of this Agreement; (ii) Mallinckrodt’s breach of any of its representations or warranties hereunder, or (iii) Mallinckrodt’s breach of any its obligations with Novartis; except to the extent that such Damages are due to BI’s or BI’s directors’, officers’, or employees’ negligence or willful misconduct.
12.3 The Parties agree as follows:
(a) Each Party shall give the other Party prompt written notice of any claim or threat of claim it receives with respect to any matter for which it may be entitled to indemnification, and the indemnifier shall thereafter defend or settle (subject to the terms of this Section 12.3) any such claim at the indemnifier’s sole expense, with counsel selected by the indemnifier. In additionthe defense or settlement of any such Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on a confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment. claim, the indemnified Party shall cooperate with and assist the indemnifier to the extent reasonably possible, but the indemnifier shall bear and pay any and all subcontractors performing work on behalf expenses incurred by the indemnified Party in providing such cooperation and assistance, either directly or upon request of 14 CONTRACTOR pursuant the indemnified Party who has incurred such expense. Failure to give notice shall not constitute a defense, in whole or in part, to any claim by any indemnified person hereunder except to the extent the rights of the indemnifier are materially prejudiced by such failure to give notice.
(b) Notwithstanding the foregoing, upon any claim being made by a person not a Party to this Agreement (and not an Affiliate of a Party) with respect to any matter to which the foregoing indemnities relate, the indemnified Party may make settlement of such claim on not less than thirty (30) days prior written notice of the proposed terms thereof to the indemnifier; provided, however, that if within said thirty (30) day period the indemnifier shall obtain have requested the indemnified Party not to settle such claim and to deny such claim, the indemnified Party will promptly comply and the indemnifier shall have the right to defend the claim at the indemnifier’s sole expense and with counsel reasonably acceptable to the indemnified Party. In the event that the indemnifier has not responded to such notice within such 30-day period, such absence of response shall be deemed a written consent to the proposed settlement.
(c) Notwithstanding that the indemnifier has assumed the defense of any claim with counsel selected by the indemnifier, the indemnified Party shall have the right to employ its own counsel, at its sole expense. If, in good faith, an indemnified Party concludes that there are specific defenses available to the indemnified Party which are different from or in addition to those available to the indemnifier with respect to the scope of the foregoing indemnities, then such indemnified Party shall have the right to direct the defense of any such defense of any such claim and each Party shall pay all its Damages.
(d) Neither Party will conduct itself in a way that could prejudice the defense of any such claims or threats.
12.4 References in this Article 12 to a Party that may be entitled to indemnification shall also include its Affiliates and its and their officers, directors, employees and agents.
12.5 The Parties agree to maintain insurance, including but not limited to product liability insurance and clinical trial insurance in the case of BI, with respect to their activities hereunder. Such insurance shall be in such amounts and subject to such deductibles based upon standards prevailing in the industry at the time. Mallinckrodt may satisfy its obligations under this Article through self-insurance to the same terms extent. BI shall, upon request by Mallinckrodt from time to time, produce a certificate of insurance evidencing such insurance coverage. Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on a confidential basis with the Securities and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR Exchange Commission pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein a request for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable timeconfidential treatment.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
Samples: License Agreement (Advanced Accelerator Applications S.A.)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and (A) Tenant shall indemnify, hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) Landlord harmless from and defend Landlord against any 9 and all claims, losses, costs, damages, expenses or liabilities, obligationsincluding without limitation reasonable attorneys' fees, judgmentsfor any injury or damages to any person or property whatsoever, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreementin connection with (I) any act, where such claims are caused by the negligenceneglect, 12 recklessnessfault, or willful misconduct omission of CONTRACTORTenant, its officersagents, servants, employees or agentsinvitees, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY (ii) any act or COUNTY INDEMNITEES to occurrence within the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’SPremises, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY (iii) any default by a 24 court of competent jurisdiction because of Tenant under the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessness, or willful misconduct of COUNTY, its officers, employees or agents, except that COUNTY 34 shall not be obligated to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practice. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliates, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 withLease. CONTRACTOR agrees This indemnity shall not require any payment by Landlord as a condition precedent to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreementrecovery. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant if any person not a party to this Agreement Lease shall obtain insurance subject to institute any other type of action against Tenant in which Landlord shall be made a party defendant, Tenant shall indemnify, hold Landlord harmless from and defend Landlord from all liabilities and costs by reason thereof. For the same terms and 15 conditions purposes of this subparagraph 19(A), the term "Landlord" shall also include as set forth herein for CONTRACTORindemnitees, as the case may be, Landlord's servants employees, officers, agents, and/or contract managers.
16 E. CONTRACTOR shall ensure that (B) Tenant hereby agrees to maintain in full force and effect at all subcontractors performing work on behalf times during the term of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance Lease, at its own expense, for the protection of Tenant and Landlord as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof their interests may appear, policies of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained issued by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs a responsible carrier or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance carriers acceptable to Landlord (with deductible amounts acceptable to Landlord) which afford the COUNTY following coverages: (ii) Comprehensive General ---Not Less than $5,000,000 Liability Insurance combined single limit for the full term of 29 this AgreementIncluding Blanket bodily injury, the COUNTY may terminate this Agreement.property Contractual Liability, Broad damage and fire damage Form Property Damage, Personal Injury, Fire Damage
Appears in 1 contract
Samples: Lease Agreement (Institutional Equity Holdings Inc /Nv/)
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify indemnify, defend with counsel approved in writing by COUNTY, 11 22 33 44 55 66 77 88 99 1010 111 1212 1313 1414 1515 1616 1717 1818 1919 2020 2121 222 2323 2424 2525 2626 2727 2828 2929 3030 3131 3232 333 3434 3535 3636 3737 which approval shall not be unreasonably withheld, and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board ((“COUNTY INDEMNITEES)”) harmless from any 9 claims, liabilitiesdemands or liability of any kind or nature, obligationsincluding but not limited to personal injury or property damage, judgmentsarising from or related to the services, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of products or resulting from 11 CONTRACTOR’s other performance under provided by CONTRACTOR pursuant to this Agreement, where such claims are caused by the negligence, 12 recklessness, . acts or willful misconduct omissions of CONTRACTOR, its officers, employees employees, or agents. demands, except that 13 CONTRACTOR shall not be obligated including defense costs, or liability caused by or resulting from the negligent or intentional , but only in proportion to indemnify COUNTY or COUNTY INDEMNITEES and to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement such claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilitiesdemands, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance under this Agreement where such claims are caused by the negligence, 33 recklessnessdefense costs, or willful misconduct liability of COUNTYany kind or nature, its officersincluding but not limited to personal injury or property damage, employees arising from or agentsrelated to the services, except that products or other performance provided by COUNTY 34 shall not be obligated pursuant to indemnify CONTRACTOR, its officers, employees, agents, directors, members, 35 shareholders and/or affiliates if COUNTY has used CONTRACTOR’S system in accordance with the 36 Documentation and applicable standards of good clinical practicethis Agreement. If judgment is entered against 37 COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active 1 negligence, recklessness, or willful misconduct negligence of CONTRACTOR or its officers, employees, agents, 2 directors, members, shareholders and/or affiliatesCONTRACTOR, COUNTY and CONTRACTOR agree that liability 3 will be apportioned as determined by the court. Neither party shall request a jury apportionment.
4 C. Except for Subparagraph X, below, each Party agrees to provide the indemnifying party with 5 written notification of any claim related to this Agreement within ten (10) business days of notice 6 thereof, and in the event the indemnifying party is subsequently named a party to such claim, each party 7 shall cooperate with the indemnifying party in its defense.
8 D. Prior to the provision of services under this Agreement, the CONTRACTOR agrees to purchase 9 all required insurance at CONTRACTOR’s expense, including all endorsements required herein, 10 necessary to satisfy the COUNTY that the insurance provisions of this Agreement have been complied 11 with. CONTRACTOR agrees to keep such insurance coverage in effect during the entire term of this 12 Agreement, and provide Certificates of Insurance and endorsements annually upon renewal to COUNTY 13 during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of 14 CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and 15 conditions as set forth herein for CONTRACTOR.
16 E. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 17 CONTRACTOR pursuant to this agreement shall be covered under CONTRACTOR’s insurance as an 18 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 19 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 20 than the level of coverage required by COUNTY from CONTRACTOR under this agreement. It is the 21 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and 22 to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 23 must be maintained by CONTRACTOR through the entirety of this agreement for inspection by 24 COUNTY representative(s) at any reasonable time.
25 F. All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate of 26 Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by 27 the appropriate line of coverage.
28 G. If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of 29 this Agreement, the COUNTY may terminate this Agreement.
Appears in 1 contract
