Common use of Indemnification by Contractor and Subcontractors Clause in Contracts

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 not by Edison; or (G) Relating to Contractor’s breach of any of its material obligations under the Agreement, including, but not limited to those found in Section 8 (“Mutual Nondisclosure”) and, if applicable, the Cyber Policy. The indemnities set forth in this Section 12 shall be separate from and shall not be limited by the insurance requirements set forth in Section 10. The obligations of the Contractor under this Section 12 shall arise at such time, if any, that any claim is made, or loss is incurred by Edison, and the entry of judgment or the arbitration or litigation of any claim shall not be a condition precedent to the obligations of the Contractor hereunder.

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 Work or Deliverables or any portion of the Work or Deliverables, or use of the Service Work 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 Subcontractors use, delivery, or transportation of any and all tools, supplies, equipment, or other items loaned by EMS or Edison to Contractor or its Subcontractor (except where EMS or 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-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 EMS or 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 EMS, Edison, Contractor, and Contractor personnel, including the failure of Contractor personnel to be recognized as exclusively employed by Contractor and not by EMS or Edison; or (G) Relating to Contractor’s breach of any of its material obligations under the Agreement, including, but not limited to those found in to, Section 8 9 (“Mutual Nondisclosure”) and, if applicable, the Cyber Policy. The indemnities set forth in this Section 12 13 shall be separate from and shall not be limited by the insurance requirements set forth in Section 1011. The obligations of the Contractor under this Section 12 13 shall arise at such time, if any, that any claim is made, or loss is incurred by EMS or Edison, and the entry of judgment or the arbitration or litigation of any claim shall not be a condition precedent to the obligations of the Contractor hereunder.

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 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 or indirectly arising out of, in connection with, resulting from or relating to to, in whole or in part, any third-party claim: : (A) That the Services or Deliverables or any portion of the Services or Deliverables, or use of the Service Services or Deliverables in accordance with this the Agreement and the applicable Statement of Work or Specification, result in an actual or claimed infringement upon or violation of any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights in whole or in part, of any third party; (B) Relating to personal or involving in any way, in whole or in part, bodily injury (including death) 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 tangible personal property damage or real property damage actually or allegedly resulting in whole or in part from Contractor’s, Subcontractor’s or its Subcontractorany personnel’s negligent or willful acts or omissions; (C) Relating to or involving in any way Contractor’s or its Subcontractor’s Subcontractors 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 or involving in any way any material violation of any Applicable Law by Contractor or its any Subcontractors; (E) Relating 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 (i) release Personnel, or the failure of a Hazardous Material any Personnel to be recognized as exclusively employed by Contractor or its SubcontractorsSubcontractor and not by Edison, (ii) enforcement or compliance proceeding including any claims 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 immigration status, payment or non-payment of any statutory withholding charges, Edison employee benefits, or other legal or financial obligations 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 the Workers’ Compensation Reform Act of 1989), unemployment compensation, disability benefit, accommodation of or discrimination or retaliation concerning a disability, old age benefit, or tax withholding laws for which Edison shall be adjudged liable as an employer with respect laws; or (F) Relating to Contractor or Contractor personnel, arising out of or involving in any way related to payments to any Subcontractors arising from or in connection with the relationship between EdisonAgreement (including but not limited to any demands for payment, invoices, or liens) and/or Contractor’s delay or failure to pay any Subcontractors the compensation, and Contractor personnelmonies, including the failure of Contractor personnel wages or other payment due or allegedly due such Subcontractors with regard to be recognized as exclusively employed by Contractor and not by Edisonany Services performed hereunder or; or (G) Relating to or involving in any way Contractor’s breach of any of its material obligations under the Agreement, including, but not limited to those found in Section 8 (“Mutual Nondisclosure”) and, if applicable, the Cyber Policy. This indemnity shall not apply to any third party claim to the extent such claim results from the sole negligence, active negligence of willful misconduct of the Edison Indemnitee or its employees, as determined by a lawful authority or admitted by the Edison Indemnitee, nor shall this indemnity apply to the extent prohibited by or made void or unenforceable under Applicable Law, including but not limited to Section 2782 of the California Civil Code when applicable. The indemnities indemnity obligations set forth in this Section 12 shall be separate from and shall not be limited by the insurance requirements set forth in or any insurance that is subject to Section 1010 of these Terms and Conditions. Insurance coverage provided under any of Contractor's or Subcontractors’ policies for any loss, amount or matter Contractor is required to, indemnify shall reduce Contractor's indemnity obligations under this Agreement only if and to the extent the insurer(s) for such insurance coverage promptly accepts liability for and unconditionally pays for such loss, amount and liability. In the event any Edison Indemnitee(s) brings suit or initiates any other legal proceeding against any insurer in connection with any insurance that is subject to this Agreement, Contractor shall advance and indemnify the Edison Indemnitee's(s') reasonable costs and expenses (including attorneys' fees) in bringing or maintaining such suit or legal proceedings. The obligations of the Contractor under this Section 12 shall arise at such time, if any, that any claim is first made, against or any loss is incurred by any Edison, and the Indemnitee(s). The entry of judgment or finding or the arbitration initiation of arbitration, litigation or litigation any formal legal action of any claim shall not be a condition precedent to the obligations of the Contractor hereunder.

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 Service Services or Deliverables in accordance with this 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 or its Subcontractor’s negligent or willful acts or omissions; (C) Relating to Contractor’s or its Subcontractor’s Subcontractors 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 not by Edison; or (GF) Relating to Contractor’s breach of any of its material obligations under the Agreement, including, but not limited to those found in Section 8 (“Mutual Nondisclosure”) and, if applicable, the Cyber Policy. The indemnities set forth in this Section 12 shall be separate from and shall not be limited by the insurance requirements set forth in Section 109 of these Terms and Conditions. The obligations of the Contractor under this Section 12 shall arise at such time, if any, that any claim is made, or loss is incurred by Edison, and the entry of judgment or the arbitration or litigation of any claim shall not be a condition precedent to the obligations of the Contractor hereunder.