Indemnification by Business Associate. Business Associate hereby agrees to indemnify, defend, and hold harmless Covered Entity, its board of directors, officers, members, agents, employees, subcontractors, and personnel (the “Indemnities”) from and against any and all claims, demands, suits, actions, losses, expenses, costs (including reasonable attorney fees), obligations, damages, deficiencies, causes of action, and liabilities (collectively, “Claims”) incurred by the Indemnities as a result of, or that are proximately caused by, (1) Business Associate’s breach of this Agreement; or (2) Business Associate’s violation of HIPAA or any amendments thereto. Covered Entity shall provide prompt written notice of relevant information concerning the Claims to Business Associate. Covered Entity shall provide such reasonable assistance (at Business Associate’s expense), as may reasonably be requested by Business Associate, in connection with the defense of any Claim. Notwithstanding the foregoing: (1) Business Associate shall not settle any such Claim without the consent of Covered Entity, which consent shall not be unreasonably withheld, and (2) the indemnification obligations of Business Associate hereunder shall not extend to Claims attributable solely to the negligence, gross negligence, intentional misconduct, or willful malfeasance of Covered Entity
Appears in 13 contracts
Samples: Agency/Agent Agreement, Agency/Agent Agreement, Agency/Agent Agreement
Indemnification by Business Associate. Business Associate hereby agrees to indemnify, defend, and hold harmless Covered Entity, its board of directors, officers, members, agents, employees, subcontractors, and personnel (the “Indemnities”) from and against any and all claims, demands, suits, actions, losses, expenses, costs (including reasonable attorney fees), obligations, damages, deficiencies, causes of action, and liabilities (collectively, “Claims”) incurred by the Indemnities as a result of, or that are proximately caused by, (1) Business Associate’s breach of this Agreement; or (2) Business Associate’s violation of HIPAA or any amendments thereto. Covered Entity shall provide prompt written notice of relevant information concerning the Claims such claims to Business Associate. Covered Entity shall provide such reasonable assistance (at Business Associate’s expense), as may reasonably be requested by Business Associate, in connection with the defense of any Claim. Notwithstanding the foregoing: (1) Business Associate shall not settle any such Claim without the consent of Covered Entity, which consent shall not be unreasonably withheld, and (2) the indemnification obligations of Business Associate hereunder shall not extend to Claims attributable solely to the negligence, gross negligence, intentional misconduct, or willful malfeasance of Covered Entity.
Appears in 5 contracts
Samples: Broker Agreement, Broker Agreement, Broker Agreement
Indemnification by Business Associate. Business Associate hereby agrees to indemnify, defend, and hold harmless Covered Entity, its board of directors, officers, members, agents, employees, subcontractors, and personnel (the “Indemnities”) from and against any and all claims, demands, suits, actions, losses, expenses, costs (including reasonable attorney fees), obligations, damages, deficiencies, causes of action, and liabilities (collectively, “Claims”) incurred by the Indemnities as a result of, or that are proximately caused by, (1) Business Associate’s breach of this Agreement; or (2) Business Associate’s violation of HIPAA or any amendments thereto. Covered Entity shall provide prompt written notice of relevant information concerning the Claims to Business Associate. Covered Entity shall provide such reasonable assistance (at Business Associate’s expense), as may reasonably be requested by Business Associate, in connection with the defense of any Claim. Notwithstanding the foregoing: (1) Business Associate shall not settle any such Claim without the consent of Covered Entity, which consent shall not be unreasonably withheld, and (2) the indemnification obligations of Business Associate hereunder shall not extend to Claims attributable solely to the negligence, gross negligence, intentional misconduct, or willful malfeasance of Covered Entity.
Appears in 2 contracts
Samples: Service Contract, Service Contract
Indemnification by Business Associate. Business Associate hereby agrees to indemnify, defend, and hold harmless Covered Entity, its board of directors, officers, members, agents, employees, subcontractors, and personnel (the “Indemnities”) from and against any and all claims, demands, suits, actions, losses, expenses, costs (including reasonable attorney fees), obligations, damages, deficiencies, causes of action, and liabilities (collectively, “Claims”) incurred by the Indemnities as a result of, or that are proximately caused by, (1) Business Associate’s breach of this Agreement; or (2) Business Associate’s violation of HIPAA or any amendments thereto. .Covered Entity shall provide prompt written notice of relevant information concerning the Claims to Business Associate. Covered Entity shall provide such reasonable assistance (at Business Associate’s expense), as may reasonably be requested by Business Associate, in connection with the defense of any Claim. Notwithstanding the foregoing: (1) Business Associate shall not settle any such Claim without the consent of Covered Entity, which consent shall not be unreasonably withheld, and (2) the indemnification obligations of Business Associate hereunder shall not extend to Claims attributable solely to the negligence, gross negligence, intentional misconduct, or willful malfeasance of Covered Entity
Appears in 1 contract
Samples: Producer Agreement