Common use of Indemnification by Business Associate Clause in Contracts

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 12 contracts

Samples: Agent Agreement, Agent Agreement, Agent Agreement

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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: Delta Dental of Colorado Broker Agreement, Delta Dental of Colorado Broker Agreement, Delta Dental of Colorado 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: Clark Pleasant Community School Corporation, Delta Dental Service Contract

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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: Business Associate Agreement

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