Indemnification and Notification of Legal Requests. 10.1. At its sole cost and expense, Contractor shall (i) indemnify and hold the State, its employees and agents harmless from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to attorneys’ fees and costs), whether or not involving a third party claim, which arise out of or relate to the Contractor’s, or any of its subcontractors’, performance of this Contract and (ii) cooperate, assist, and consult with the State in the defense or investigation of any such claim, demand, action or suit. Contractor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the State or that adversely affects the State’s rights or interests, without the State’s prior written consent.
10.2. The State has no obligation: (i) to provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought against the Contractor or its subcontractors as a result of or relating to the Contractor’s obligations or performance under this Contract, or (ii) to pay any judgment or settlement of any such suit, claim or action. Notwithstanding the foregoing, the Contractor shall promptly notify the Procurement Officer of any such claims, demands, actions, or suits.
Indemnification and Notification of Legal Requests. 10.1. At its sole cost and expense, Contractor shall (i) indemnify and hold the County, its employees and agents harmless from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to attorneys’ fees and costs), whether or not involving a third-party claim, which arise out of or relate to the Contractor’s, or any of its subcontractors’, performance of this Contract and (ii) cooperate, assist, and consult with the County in the defense or investigation of any such claim, demand, action or suit. Contractor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the County or that adversely affects the County’s rights or interests, without the County’s prior written consent. This indemnification clause shall not be construed to mean that the Contractor shall indemnify the County against liability for any losses, damages, claims, suits, actions, liabilities, and/or expenses that are attributable to the sole negligence of the County or the County’s employees.
10.2. The County has no obligation: (i) to provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought against the Contractor or its subcontractors as a result of or relating to the Contractor’s obligations or performance under this Contract, or (ii) to pay any judgment or settlement of any such suit, claim or action. Notwithstanding the foregoing, the Contractor shall promptly notify the Procurement Officer of any such claims, demands, actions, or suits.
Indemnification and Notification of Legal Requests. 6.1. At its sole cost and expense, Contractor shall (i) indemnify and hold the County, its employees and agents harmless from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to attorneys’ fees and costs), whether or not involving a third party claim, which arise out of or relate to the Contractor’s, or any of its subcontractors’, performance of this Contract and (ii) cooperate, assist, and consult with the County in the defense or investigation of any such claim, demand, action or suit. Contractor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the County or that adversely affects the County’s rights or interests, without the County’s prior written consent.
6.2. The County has no obligation: (i) to provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought against the Contractor or its subcontractors as a result of or relating to the Contractor’s obligations or performance under this Contract, or (ii) to pay any judgment or settlement of any such suit, claim or action. Notwithstanding the foregoing, the Contractor shall promptly notify the Procurement Officer of any such claims, demands, actions, or suits.
Indemnification and Notification of Legal Requests.
A. At its sole cost and expense, Contractor shall (i) indemnify and hold the State, its employees and agents and any Authorized Users and employees and agents thereof (collectively, “Indemnified Parties”) harmless from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses including but not limited to attorneys’ fees and costs, (each, a “Claim” and collectively, “Claims”), which arise out of or relate to:
a) any intentional or willful conduct or negligence of any Contractor or Contractor Personnel;
b) any act or omission of any Contractor or Contractor Personnel; and
c) any actual or alleged infringement or misappropriation of any third party’s intellectual property rights, patent infringement, or trademark or copyright violation arising out of the purchase or use of any of the Contractor-provided products or services; and (ii) cooperate, assist, and consult with the State and Authorized Users in the defense or investigation of any such claim, demand, action or suit. Contractor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the State or that adversely affects the State’s or Authorized Users’ rights or interests, without the State’s prior written consent.
B. The State and Authorized Users have no obligation: (i) to provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought against the Contractor or its subcontractors as a result of or relating to the Contractor’s obligations or performance under this Contract, or (ii) to pay any judgment or settlement of any such suit, claim or action. Notwithstanding the foregoing, the Contractor shall promptly notify the Procurement Officer of any such claims, demands, actions, or suits.
Indemnification and Notification of Legal Requests. 1. At its sole cost and expense, Contractor shall:
a. Indemnify and hold the Department, its employees and agents harmless from and against any and all claims, demands, actions, suits, damages, liabilities, losses. settlements, judgments, costs and expenses (including but not limited to attorneys’ fees and costs), whether or not involving a third party claim, which arise out of or relate to the Contractor’s, or any of its subcontractors’, performance of this Contract and b. Cooperate, assist and consult with the Department in the defense or investigation of any such claim, demand, action or suit. Contractor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the Department or that adversely affects the Department’s rights or interests, without the Department’s prior written consent.
2. The Department has no obligation
a. To provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought against the Contractor or its subcontractor as a result of or relating to the Contractor’s obligations or performance under this Contract or
b. To pay any judgment or settlement of any such suit, claim or action. Notwithstanding the foregoing, the Contractor shall promptly notify the Contract Monitor of any such claims, demands, actions or suits.
Indemnification and Notification of Legal Requests. 10.1. At its sole cost and expense, Vendor shall (i) indemnify and hold the County, its employees and agents harmless from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to attorneys’ fees and costs), whether or not involving a third party claim, which arise out of or relate to the Vendor’s performance of this Agreement and (ii) cooperate, assist, and consult with the County in the defense or investigation of any such claim, demand, action or suit. Vendor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the County or that adversely affects the County’s rights or interests, without the County’s prior written consent. This indemnification clause shall not be construed to mean that the Vendor shall indemnify the County against liability for any losses, damages, claims, suits, actions, liabilities, and/or expenses that are attributable to the sole negligence of the County or the County’s employees.
10.2. The County has no obligation: (i) to provide legal counsel or defense to the Vendor in the event that a suit, claim or action of any character is brought against the Vendor as a result of or relating to the Vendor’s obligations or performance under this Agreement, or (ii) to pay any judgment or settlement of any such suit, claim or action. Notwithstanding the foregoing, the Vendor shall promptly notify the Procurement Officer of any such claims, demands, actions, or suits.
