Indemnification by Contractor and Subcontractors Sample Clauses

Indemnification by Contractor and Subcontractors. Contractor shall, and Contractor shall cause its Subcontractors to, indemnify, defend and hold harmless each Edison Indemnitee from and against all losses, liabilities, damages and claims, and all related costs and expenses (including any costs or expenses related to increased regulatory or administrative oversight), fines, penalties, or interest, including reasonable legal fees and costs, arising out of, in connection with, or relating to any claim: (A) That the Services or Deliverables or use of the Service or Deliverables in accordance with this Agreement and the applicable Statement of Work or Specification, result in an infringement upon or violation of any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights of any third party; (B) Relating to personal injury (including death) or tangible personal property damage or real property damage resulting from Contractor’s or its Subcontractor’s negligent or willful acts or omissions; (C) Relating to Contractor’s or its Subcontractor’s use, delivery, or transportation of any and all tools, supplies, equipment, or other items loaned by Edison to Contractor or its Subcontractor (except where Edison specifically directs the use); (D) Relating to any material violation of any Applicable Law by Contractor or its Subcontractors; (E) Relating to any (i) release of a Hazardous Material by Contractor or its Subcontractors, (ii) enforcement or compliance proceeding relating to or in connection with any alleged, threatened, or actual violation of any environmental law by Contractor or its Subcontractors, or (iii) action reasonably necessary to xxxxx, investigate, remediate, or prevent a violation or threatened violation of any environmental law by Contractor or its Subcontractors; (F) Relating to visa status, payment or non-payment of any statutory withholding charges, Edison employee benefits, or other financial obligations including overtime, contribution taxes, benefits and penalties payable under Workers’ Compensation (including Workers’ Compensation Reform Act of 1989), unemployment compensation, disability benefit, old age benefit, or tax withholding laws for which Edison shall be adjudged liable as an employer with respect to Contractor or Contractor personnel, arising out of or in any way related to the relationship between Edison, Contractor, and Contractor personnel, including the failure of Contractor personnel to be recognized as exclusively employed by Contractor and...
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Indemnification by Contractor and Subcontractors. Contractor shall, and Contractor shall cause its Subcontractors to, indemnify, defend and hold harmless each Edison Indemnitee from and against all losses, liabilities, damages and claims, and all related costs and expenses (including any costs or expenses related to increased regulatory or administrative oversight), fines, penalties, or interest, including reasonable legal fees and costs, arising out of, in connection with, or relating to any claim: (A) That the Services or Deliverables or any portion of the Services or Deliverables, or use of the Services or Deliverables in accordance with the Agreement and the applicable Statement of Work or Specification, result in an infringement upon or violation of any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights of any third party; (B) Relating to personal injury (including death) or tangible personal property damage or real property damage resulting from Contractor’s, Contractor personnel's or its Subcontractor’s or Subcontractor personnel's negligent or willful acts or omissions; (C) Relating to Contractor’s, Contractor personnel's or its Subcontractor's or Subcontractor personnel's use, delivery, or transportation of any and all tools, supplies, equipment, or other items loaned by Edison to Contractor or its Subcontractor (except where Edison specifically directs the use); (D) Relating to any material violation of any Applicable Law by Contractor, Contractor personnel or its Subcontractor or Subcontractor personnel; (E) Relating to visa status, payment or non-payment of any statutory withholding charges, Edison employee benefits, or other financial obligations including overtime, contribution taxes, benefits and penalties payable under Workers’ Compensation (including Workers’ Compensation Reform Act of 1989), unemployment compensation, disability benefit, old age benefit, or tax withholding laws for which Edison shall be adjudged liable as an employer or joint employer, as a client employer within the meaning of California Labor Code Section 2810.3 (as amended), or as the hirer of an independent contractor, with respect to Contractor, Contractor personnel, Subcontractors or Subcontractor personnel arising out of or in any way related to the relationship between Edison, Contractor, Contractor personnel, Subcontractors or Subcontractor personnel including the failure of Contractor personnel or Subcontractor personnel to be recognized as exclusively employed by Cont...
Sample 1
Indemnification by Contractor and Subcontractors. Contractor shall, indemnify, defend and hold harmless each Edison Indemnitee from and against all losses, liabilities, damages and claims, and all related costs and expenses (including any costs or expenses related to increased regulatory or administrative oversight), fines, penalties, or interest, including reasonable legal fees and costs, arising out of, in connection with, or relating to any third-party claim: (A) That the Work or Deliverables or any portion of the Work or Deliverables, or use of the Work or Deliverables in accordance with this Agreement and including the applicable Statement of Work or Specification, result in an infringement upon or violation of any Proprietary Rights rights of any third party; (B) Relating to personal injury (including death) or property damage resulting from Contractor’s or any Personnel’s acts or omissions; (C) Relating to any material violation of any Applicable Law by Contractor or its Subcontractors or any Personnel; (D) Relating to any (i) release of a Hazardous Material by Contractor or its Subcontractors, (ii) enforcement or compliance proceeding relating to or in connection with any alleged, threatened, or actual violation of any environmental law by Contractor or its Subcontractors, or (iii) action reasonably necessary to xxxxx, investigate, remediate, or prevent a violation or threatened violation of any environmental law by Contractor or its Subcontractors; (E) That Edison is liable as an employer or joint employer, or as a client employer within the meaning of California Labor Code Section 2810.3 (as amended), or as the hirer of an independent contractor, with respect to Contractor, Subcontractor, or any Personnel, or the failure of any Personnel to be recognized as exclusively employed by Contractor or Subcontractor and not by Edison, including any claims relating to visa status, payment or non-payment of any statutory withholding charges, Edison employee benefits, or other legal or financial obligations, including but not limited to any wage and hour-related claim such as overtime, minimum wage, meal/rest break, wage statement, waiting time or other wage penalties, claims for enforcement of wage and hour-related claims, unfair business practices/unfair competition, the California Private Attorneys General Act, paid or unpaid medical or family leave, reimbursement of necessary work expenses, contribution taxes, benefits and penalties payable under Workers’ Compensation (including Workers’ Compensation R...
Sample 1
Indemnification by Contractor and Subcontractors. Contractor shall, indemnify, defend and hold harmless each Edison Indemnitee from and against any and all losses, liabilities, damages and claims, and all related costs and expenses (including any costs or expenses related to increased regulatory or administrative oversight), fines, penalties, or interest, including reasonable legal fees and costs, directly and indirectly arising out of, in connection with, resulting from or relating to any, in whole or in part, third-party claim: (A) That the Work or Deliverables or any portion of the Work or Deliverables, or use of the Work or Deliverables in accordance with the Agreement and the applicable Statement of Work , result in an actual or claimed infringement upon or violation of any Proprietary Rights rights of any third party; or (B) Relating to or involving in any way, in whole or in part, bodily injury (including without limitation death disease, illness, sickness or exposure to any toxic or harmful chemical, material, biological agent, fungus, mold, germ, bacteria or virus), personal injury or property damage actually or allegedly resulting in whole or in part from Contractor’s, Subcontractor’s or any Personnel’s acts or omissions; or (C) Relating to or involving in any way any material violation of any Applicable Law by Contractor or its Subcontractors or any Personnel; or (D) Relating to any (i) release of a Hazardous Material by Contractor or its Subcontractors, (ii) enforcement or compliance proceeding relating to or in connection with any alleged, threatened, or actual violation of any environmental law by Contractor or its Subcontractors, or (iii) action reasonably necessary to xxxxx, investigate, remediate, or prevent a violation or threatened violation of any environmental law by Contractor or its Subcontractors; or (E) That Edison is liable as an employer or joint employer, or as a client employer within the meaning of California Labor Code Section 2810.3 (as amended), or as the hirer of an independent contractor, with respect to Contractor, Subcontractor, or any Personnel, or the failure of any Personnel to be recognized as exclusively employed by Contractor or Subcontractor and not by Xxxxxx, including any claims relating to immigration status, payment or non-payment of any statutory withholding charges, Edison employee benefits, or other legal or financial obligations, including but not limited to any wage and hour-related claim such as overtime, minimum wage, meal/rest break, wage statement, ...
Sample 1

Related to Indemnification by Contractor and Subcontractors

  • Indemnification by Subcontractors To the fullest extent permitted by law, an Interconnection Party that uses a subcontractor to carry out any of the Interconnection Party’s obligations under this Appendix 2 shall require each of its subcontractors to indemnify, hold harmless and defend each other Interconnection Party, its representatives and assigns from and against any and all claims and/or liability for damage to property, injury to or death of any person, including the employees of any Interconnection Party or of any Affiliate of any Interconnection Party, or any other liability incurred by the other Interconnection Party or any of its Affiliates, including all expenses, legal or otherwise, to the extent caused by any act or omission, negligent or otherwise, by such subcontractor and/or its officers, directors, employees, agents and assigns, that arises out of or is connected with the operation of the facilities of either Interconnected Entity described in this Appendix 2; provided, however, that no Interconnection Party or Affiliate thereof shall be entitled to indemnity under this Section 18.3 in respect of any injury, loss, or damage to the extent that such loss, injury, or damage results from the negligence or willful misconduct of the Interconnection Party or Affiliate seeking indemnity.

  • 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.

  • Contractors and Subcontractors Drug-Free Workplace Act of 1988 1) Publish and give a policy statement to all covered employees informing them that the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the covered workplace and specifying the actions that will be taken against employees who violate the policy. 2) Establish a drug-free awareness program to make employees aware of a) the dangers of drug abuse in the workplace; b) the policy of maintaining a drug-free workplace; c) any available drug counseling, rehabilitation, and employee assistance programs; and d) the penalties that may be imposed upon employees for drug abuse violations. 3) Notify employees that as a condition of employment on a federal contract or grant, the employee must a) abide by the terms of the policy statement; and b) notify the employer, within five (5) calendar days, if he or she is convicted of a criminal drug violation in the workplace. 4) Notify the contracting or granting agency within ten (10) days after receiving notice that a covered employee has been convicted of a criminal drug violation in the workplace. 5) Impose a penalty on or require satisfactory participation in a drug abuse assistance or rehabilitation program by any employee who is convicted of a reportable workplace drug conviction. 6) Make an ongoing, good faith effort to maintain a drug-free workplace by meeting the requirements of the act.

  • Agents and Subcontractors The MCP, in compliance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2) as applicable, shall ensure all its agents and subcontractors that create, receive, maintain, or transmit PHI from or on behalf of the MCP and/or ODM agree to have, in a written agreement, the same restrictions, conditions, and requirements that apply to the MCP with respect to the use or disclosure of PHI.

  • Contractor’s Employees and Subcontractors (a) Contractor shall only disclose PII to Contractor’s employees and subcontractors who need to know the PII in order to provide the Services and the disclosure of PII shall be limited to the extent necessary to provide such Services. Contractor shall ensure that all such employees and subcontractors comply with the terms of this DPA. (b) Contractor must ensure that each subcontractor performing functions pursuant to the Service Agreement where the subcontractor will receive or have access to PII is contractually bound by a written agreement that includes confidentiality and data security obligations equivalent to, consistent with, and no less protective than, those found in this DPA. (c) Contractor shall examine the data security and privacy measures of its subcontractors prior to utilizing the subcontractor. If at any point a subcontractor fails to materially comply with the requirements of this DPA, Contractor shall: notify the EA and remove such subcontractor’s access to PII; and, as applicable, retrieve all PII received or stored by such subcontractor and/or ensure that PII has been securely deleted and destroyed in accordance with this DPA. In the event there is an incident in which the subcontractor compromises PII, Contractor shall follow the Data Breach reporting requirements set forth herein. (d) Contractor shall take full responsibility for the acts and omissions of its employees and subcontractors. (e) Contractor must not disclose PII to any other party unless such disclosure is required by statute, court order or subpoena, and the Contractor makes a reasonable effort to notify the EA of the court order or subpoena in advance of compliance but in any case, provides notice to the EA no later than the time the PII is disclosed, unless such disclosure to the EA is expressly prohibited by the statute, court order or subpoena.

  • Contractor Parties A Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract and the Contractor intends for such other person or entity to Perform under the Contract in any capacity.

  • Employees and Subcontractors It is understood that, from time to time, it may become necessary for the Contractor to replace an individual working as an employee or subcontractor of the Contractor. All such removals or replacements shall be subject to Owner’s prior approval. Owner reserves the right to approve a replacement, which approval shall not be unreasonably withheld, or terminate the Work, either partially or in its entirety without further obligation to the Contractor thereunder other than to remit payment for the Work rendered up to the termination date. Contractor agrees that Owner may, at any time, with cause, require Contractor to remove an individual from the performance of the Work. An election by Owner of any of its rights under this Section 19 shall not affect the Contractor’s responsibilities, liabilities or warranties under this Agreement.

  • CONTRACTOR's Agents and Subcontractors To impose the same restrictions and conditions set forth in this Personal Information and Security Contract on any subcontractors or other agents with whom CONTRACTOR subcontracts any activities under the Agreement that involve the disclosure of DHCS PI or PII to such subcontractors or other agents.

  • Assignment and Subcontractors Provider shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the prior written consent of the DISTRICT, which may be withheld by the DISTRICT in its sole and absolute discretion for any reason. Nothing contained herein shall prevent Provider from employing independent associates, subcontractors, and sub consultants as Provider may deem appropriate to assist in the performance of services herein, subject to the prior written approval of the DISTRICT. Any attempted assignment, sublease, or transfer in violation of this Agreement shall be null and void, and of no force and affect. Any attempted assignment, sublet, or transfer in violation of this Agreement shall be grounds for the DISTRICT, in its sole discretion, to terminate the Agreement.

  • Access to Personal Information by Subcontractors Supplier agrees to require any subcontractors or agents to which it discloses Personal Information under this Agreement or under any SOW to provide reasonable assurance, evidenced by written contract, that they will comply with the same or substantially similar confidentiality, privacy and security obligations with respect to such Personal Information as apply to Supplier under this Agreement or any SOW. Supplier shall confirm in writing to DXC that such contract is in place as a condition to DXC’s approval of use of a subcontractor in connection with any SOW. Upon request of DXC, Supplier will provide to DXC a copy of the subcontract or an extract of the relevant clauses. Supplier shall ensure that any failure on the part of any subcontractor or agent to comply with the Supplier obligations under this Agreement or any SOW shall be grounds to promptly terminate such subcontractor or agent. If during the term of this Agreement or any SOW, DXC determines, in its exclusive discretion, that any Supplier subcontractor or agent cannot comply with the Supplier obligations under this Agreement or with any SOW, then DXC may terminate this Agreement in whole or in part (with respect to any SOW for which such subcontractor or agent is providing services), if not cured by Supplier within the time prescribed in the notice of such deficiency.

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