Indemnification by Consultant. Consultant shall indemnify, defend and hold the Company and the property of the Company, free and harmless from any and all claims, losses, damages, injuries, and liabilities, including the Company's reasonable attorney fees and costs (the Company may choose its own counsel when defended hereunder), arising from or in any way connected with the performance of services under this Agreement or any other act or omission by Consultant, its agents, subcontractors, or employees.
Indemnification by Consultant. Except as otherwise herein ------------------------------- provided, the Consultant agrees to indemnify, defend and hold the Customer and its agents, officers, directors, lawyers, and accountants harmless from and against any and all losses, claims, demands, damages, liabilities, costs and expenses, including but not limited to, reasonable attorneys' fees and costs of any legal action (but excluding consequential damages) arising from the Consultant's gross negligence in the course of providing the Services under this agreement. In no event will the Consultant be liable for lost or damaged data, loss of business, or anticipatory profits, or any other consequential or incidental damages resulting from the use or operation of the Services or the maintenance thereof.
Indemnification by Consultant. 7.1 To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.
Indemnification by Consultant. The Consultant shall defend, indemnify and hold harmless the GNWT, its Ministers, officers, employees, servants and agents from and against all claims, actions, causes of action, demands, costs, losses, damages, expenses, suits or other proceedings by whomever made, brought or prosecuted in any manner based upon or related wholly or partially to the acts or omissions of the Consultant in its performance of this Agreement. The obligation to indemnify and hold harmless shall not apply to the extent that a court of competent jurisdiction finally determines that such losses or damages were caused by the intentional or negligent acts or omissions of the GNWT, its Ministers, officers, employees, servants or agents.
Indemnification by Consultant. Unless otherwise provided herein, Consultant agrees to indemnify, hold harmless, and defend the Company, its affiliates, and any of their respective directors, officers, employees, and agents (collectively, the “Company Indemnitees”) from and against any and all liability, damages, loss, cost or expense (including reasonable attorneys’ fees) (“Losses”) arising out of third party claims, actions, proceedings, or suits (“Claims”), to the extent resulting from: a breach by Consultant of an obligation set forth in this Agreement; or the willful misconduct of the Consultant or and of his employees or subcontractors. Such indemnity shall not apply if the Company fails to comply with the indemnification procedures set forth in Section 18.2 or to the extent that a Loss results from (i) breach by Company of its obligations under this Agreement; or (ii) the negligence, recklessness or willful misconduct of any Company Indemnitee.
Indemnification by Consultant. Consultant shall indemnify and hold the Company and its officers, employees, and agents harmless from any and all claims, liability, damages, losses and expenses arising from:
(a) any personal injury (or death) or damage of any property arising out of or relating in any way to any act or omission by Consultant in the performance of the Services under this Agreement;
(b) any taxes or other payments owed by Consultant to any governmental agency as a result of the Services provided hereunder, any compensation owed to any employee or subcontractor of Consultant the Services provided hereunder, or any determination that Consultant is not an independent contractor; and
(c) any claim by a third party that the work or materials provided hereunder infringes a copyright, patent, trade secret or other intellectual property right of such third party.
Indemnification by Consultant. Consultant shall indemnify, defend, and hold Company, its officers, directors, and employees harmless from and against any and all liabilities, claims, demands, proceedings, obligations, assessments, losses, costs, damages, or expense, or any nature whatsoever, contingent or otherwise (including, without limitation, any and all judgments, degrees, equitable relief, extraordinary relief, settlements, awards, and reasonable attorneys’ fees and court costs, including arbitrators’ fees) that are incurred, sustained, suffered, or assessed against Company in a third party claim arising out of, relating to, or as a result of alleged or actual breach of this Agreement by Consultant or Consultant’s intentional misconduct or gross negligence.
Indemnification by Consultant. Consultant will indemnify the Company and hold it harmless from and against all claims, damages, losses and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses, and other professionals, arising out of or resulting from, and, at the Company's option, Consultant will defend the Company against any action by a third party that is based on any negligent act or omission or intentional misconduct of Consultant which results in:
Indemnification by Consultant. (a) Consultant shall indemnify, defend and hold USCC, its Affiliates and their respective officers, directors, agents and employees harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from: (i) any personal injury or property damage arising out of Consultant’s negligence or willful misconduct; (ii) Consultant’s violation of any applicable law, rule, or regulation; and (iii) any third-party claim that the Services or any Deliverable (including any Consultant Tools incorporated into a Deliverable) infringes, misappropriates or violates such third party’s patent, trademark, trade secret, copyright or other intellectual property or proprietary right. Consultant shall not be obligated to indemnify USCC, however, to the extent that such claim is caused by: (A) USCC’s use of the Deliverables other than in accordance with applicable documentation or instructions supplied by Consultant; (B) any alteration, modification or revision of the Deliverables not expressly authorized in writing by Consultant; (C) USCC’s failure to use or implement corrections or enhancements to the Deliverables made available free of charge to USCC by Consultant that do not cause such Deliverables to fail to meet the applicable warranties and Specifications therefor; (D) USCC’s use of a combination of the Deliverables with other materials not provided, recommended, authorized or approved by Consultant and not otherwise required in order for USCC to use such Deliverables for their intended use as set forth in the applicable documentation or instructions supplied by Consultant; or (E) requirements, instructions or specifications provided by USCC to Consultant unless Consultant knew or should have known that there was a noninfringing alternative means of complying with such requirements, instructions or specifications.
(b) If any of the Deliverables or any portion thereof is held, or in Consultant’s reasonable opinion is likely to be held, in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Consultant shall within a reasonable time, at its expense and option, either: (i) secure for USCC the right to continue the use of such Deliverable; or (ii) replace such Deliverable with a substantially equivalent item that is not subject to any such claim, or modify such Deliverable so that it becomes no longer subject to any such claim; provid...
Indemnification by Consultant. Consultant agrees to, and does hereby, indemnify Company and Company's shareholders, members, directors, managers, officers, employees, contractors, agents, attorneys, and representatives against all claims, damages, losses, and expenses, including reasonable attorneys' fees and expenses, arising out of Consultant's provision of the Services under this Agreement that are caused in whole or in part by Consultant's willful misconduct or grossly negligent act or omission or that are caused by the willful misconduct or grossly negligent act or omission of any Affiliate of Consultant, or of any Person employed or engaged by Consultant for whose acts Consultant may be liable. Article Seven Miscellaneous
