Indemnification by Contractor Clause Samples
The "Indemnification by Contractor" clause requires the contractor to compensate or protect the client from losses, damages, or liabilities arising from the contractor's actions or omissions during the performance of the contract. Typically, this means that if the contractor's work causes harm to third parties, results in property damage, or leads to legal claims against the client, the contractor must cover the associated costs, including legal fees. This clause serves to allocate risk by ensuring that the contractor bears responsibility for their own mistakes or negligence, thereby protecting the client from financial and legal exposure related to the contractor's conduct.
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Indemnification by Contractor. To the fullest extent permitted by law, the CONTRACTOR agrees to indemnify, defend and hold the COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any action or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this Contract; or 3) are based upon the CONTRACTOR’S or its subcontractors’ use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of the CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into the Contract, are reflected in the CONTRACTOR’s compensation, and have been mutually negotiated by the parties.
Indemnification by Contractor. (a) Contractor shall defend, indemnify and hold harmless District, its officers, directors, employees, agents, volunteers, and Affiliates and District’s Board of Education from any and all damages, costs and expenses, including attorneys’ fees, arising out of any third party claims for damages for bodily injury (including death) or for damage to real property or tangible personal property resulting from, arising out of or otherwise related to Contractor’s performance of this Agreement.
(b) In the event District receives a Public Records Act request for any Contractor documents marked “TRADE SECRET,” “CONFIDENTIAL” or “PROPRIETARY,” Contractor agrees to defend, indemnify and hold harmless District, its officers, directors, employees, agents, volunteers, and Affiliates and District’s Board of Education from any and all damages, costs and expenses, including attorneys’ fees, in any action or liability resulting from such Public Records Act request or otherwise arising under the Public Records Act in connection with such request.
Indemnification by Contractor. Except to the extent arising from the intentional or negligent acts of the District or its officers, employees, subcontractors and agents, Contractor shall, to the extent permitted by law, defend and hold harmless District, against any and all claims, injuries, damages, costs, penalties, actions, losses or suits, including reasonable attorneys’ fees, of a third party alleging
(a) that District’s use of the Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party; or (b) arising out of or based on a Security Breach. If a Security Breach occurs and is found to be the result of Contractor’s breach of its duty to employ the Information Security and results in a Breach Notification obligation, subject to the limit stated in Exhibit B – Section 1.5, Contractor will be liable for reasonable associated costs incurred by District in responding to or recovering from said Security Breach.
Indemnification by Contractor. The Contractor shall indemnify, defend, and hold harmless the LDSS, its officers, agents, and employees and the Enrollees and their eligible dependents from:
a) any and all claims and losses accruing or resulting to any and all Contractors, subcontractors, materialmen, laborers, and any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement;
b) any and all claims and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Contractor, its officers,
Indemnification by Contractor. Contractor shall defend, indemnify and hold harmless District, its officers, directors, employees, agents, volunteers, and Affiliates and District’s Board of Education from any and all damages, costs and expenses, including attorneys’ fees, arising out of any third party claims for damages for bodily injury (including death) or for damage to real property or tangible personal property resulting from, arising out of or otherwise related to Contractor’s performance of this Agreement.
Indemnification by Contractor. Contractor hereby assumes liability for and agrees to indemnify, release, defend, protect, save and hold United and its officers, directors, agents and employees harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments, including but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from United or its officers, directors, employees or agents, by reason of any injuries to or deaths of persons, except for injury or death of United employees, or the loss of, damage to or destruction of property, including the loss of use thereof, arising out of, in connection with or in any way related to any act, error, omission, operation, performance or failure of performance of Contractor or its officers, directors, employees and agents, regardless of any negligence either active, passive or otherwise on the part of United or its officers, directors, employees or agents (but excluding the reckless or willful misconduct, or gross negligence, of United or its officers, directors, employees or agents), which is in any way related to the services of Contractor contemplated by or provided pursuant to this Agreement, or otherwise. United will give Contractor prompt and timely notice of any claim made or suit instituted against United which in any way results in indemnification hereunder, and Contractor will have the right to compromise or participate in the defense of same to the extent of its own interest.
Indemnification by Contractor. Contractor will indemnify, defend and hold CCCERA, CCCERA’s Affiliates and their respective trustees, officers, directors, managers, employees, agents, successors and assignees, and the CCCERA Board of Administration (collectively, the “CCCERA Indemnitees”) harmless from and against any Losses arising from any of the following:
19.1.1 any claim, suit, demand, proceeding or other action, whether brought or threatened by a third party (“Claim”) that the System, any Deliverable, or any Work Product delivered under this Agreement actually or allegedly infringes or misappropriates a third party’s Intellectual Property Rights, moral rights, rights of privacy, or rights of a third party with respect to its confidential information; provided however, that Contractor will have no obligation to indemnify CCCERA or any of its Affiliates or their respective officers, directors, employees, agents, successors, and assignees to the extent that such Claim is based upon:
(a) the combination, operation, or use of the System, or any equipment, Materials or Work Product provided by Contractor or any Contractor’s subcontractor with equipment, Software, Materials, business processes or data not provided, approved, or instructed by Contractor, where but for such combination, operation, or use there would have been no infringement or misappropriation claim;
(b) developments or modifications made by Contractor or Contractor’s subcontractors according to or in compliance with designs, specifications, instructions, or the like, including business processes, furnished by CCCERA or any of its Affiliates or CCCERA subcontractors, to the extent compliance with such designs, specifications, instructions, or the like results in the infringement or misappropriation; provided, however, CCCERA will be indemnified if Contractor or Contractor’s subcontractors knew such materials would likely result in infringement or misappropriation of third party rights; or
19.1.2 death or personal injury caused by a wrongful, willful or negligent act or omission of Contractor, Contractor Personnel or any Contractor’s subcontractors;
19.1.3 loss of or damage to real or tangible personal property caused by the negligence or willful misconduct of Contractor, Contractor Personnel or any Contractor’s subcontractors; or
19.1.4 any Claim arising from Contractor’s failure to comply with applicable law or a material breach of its obligations regarding CCCERA’s Confidential Information.
Indemnification by Contractor. The Contractor shall be responsible for infringing upon the rights of authors, organisations, institutions, copyright holders, or others, as a result of plagiarism, libel, slander, or any other misuse of any material only when undertaking independent work for the Client and not when acting under the Client’s direct instruction. The Contractor shall indemnify the Client for any and all claims, damages, costs, and expenses, including legal fees, incurred by the Client as a result of said infringements. If the infringement occurs as a result of the Client’s direct instruction then the Contractor will not be held liable.
Indemnification by Contractor. Contractor agrees to indemnify, defend, and hold harmless Owner Indemnified Parties from and against any and all Claims arising out of or relating to any infringement or the improper use of any Proprietary Interest which may occur in connection with Contractor’s or any Subcontractor’s or vendor’s performance of the Work pursuant to this Agreement, except with respect to infringement claims related solely to the Owner-Furnished Equipment.
Indemnification by Contractor. Contractor shall be liable for and shall defend, indemnify and hold harmless the Owner and its officers, directors, agents and employees from and against any and all claims, demands, causes of action, losses, damages, costs and expenses (including reasonable attorney's fees) of every kind and character arising in favor or any person including Contractor, Owner's employees, Contractor's employees, Subcontractors or other persons on account of personal injuries or death or damage to any property (hereinafter "Claims") in any way incident to, arising out of, or claimed to have arisen out of, occuring in, in connection with, or relating to the Services performed by Contractor hereunder (including Claims in any way incident to, arising out of, or claimed to have arisen out of, occuring in, in connection with, or relating to the Services performed by any and all Subcontractors), except if directly or indirectly due to Owner's or Owner's employees' negligence. Owner shall have a direct right of action against Contractor in the event Contractor fails to perform under this Article 9.1 and Owner may recover all of the reasonable costs of such action, including reasonable attorney's fees. Contractor shall obtain a written agreement from anyone (including Subcontractors) retained or employed by Contractor which shall include this indemnification in favor of Owner.
9.1.1 Contractor further agrees to indemnify and hold Owner harmless against the payment of any and all penalties, interest, liens or indebtedness or claims against Owner's property, or for work performed, or materials furnished, or measured by the work performed, growing out of or incident to Contractor's operations hereunder. Contractor agrees to reimburse Owner and Owner's employees for each and every reasonable cost or charge, including court costs, all expenses of litigation and reasonable attorney's fees, if any, which Owner, its successors, assigns or employees, may incur in defending against or prosecuting any such claims, demands, causes of action or suits brought pursuant to Services performed under this Agreement.
9.1.2 Contractor shall release, indemnify, and hold the Owner harmless from and against any and all claims arising from or relating to any loss or damage to property of any kind owned or leased by Contractor or its employees, servants, agents and Subcontractors unless directly or indirectly due to Owner's or Owner's employee's negligence.
9.1.3 All obligations to assume, protect, defend,...