Indemnification by Covered Entity. Covered Entity shall indemnify, defend, and hold harmless Business Associate, its board of directors, officers, members, agents, employees, subcontractors, and personnel 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 Business Associate as a result of, or that are proximately caused by, (1) Covered Entity’s breach of the terms of this agreement or; (2) Covered Entity’s violation of HIPAA and any amendments thereto. Business Associate shall provide prompt written notice of relevant information concerning the Claims to Covered Entity. Business Associate shall provide such reasonable assistance (at Covered Entity’s expense) as may reasonably be requested by Covered Entity 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 Covered Entity hereunder shall not extend to Claims attributable solely to the gross negligence, intentional misconduct, or willful malfeasance of Business Associate.
Indemnification by Covered Entity. Covered Entity hereby agrees to indemnify, defend, and hold harmless the BirthTracks and any employee or agent of the BirthTracks (each of the foregoing being referred to individually as “Indemnified Party” in this paragraph) against all liability to third parties (other than liability occasioned by the fault of Indemnified Party) arising from the performance of BirthTracks’s obligations under this Agreement or on account of the Covered Entity’s breach of this Agreement. Covered Entity shall on demand reimburse any Indemnified Party for any and all such liability, fine, penalty, cost, or expense (including reasonable attorney’s fees) which may for any reason be imposed upon any Indemnified Party by reason of any suit, claim, action, proceeding, or demand by any third party arising within the scope of this indemnification provision. Covered Entity’s obligation to indemnify any Indemnified Party will survive the expiration or termination of this Agreement by either party for any reason.
Indemnification by Covered Entity. This provision shall survive termination of this Agreement. To the extent allowed by the Employee Retirement Income Security Act, Covered Entity shall indemnify, hold harmless, and, at Business Associate’s request, defend business Associate or any of its officers, directors, employees, agents, or affiliates from and against any and all claims, actions, causes of action, losses, liabilities, damages, penalties, costs and expenses, including, but not limited to, attorneys’ fees, resulting from Covered Entity’s negligence, breach of this Agreement, or violation of the Privacy Rule or Security Rule provided that Business Associate provides Covered Entity with prompt, written notice of any such claim, sole control of the defense and settlement of such claim, and all reasonable assistance to defend such claim. Covered Entity shall not agree to settle the claim without Business Associate’s written consent, provided that such consent is not unreasonably withheld, conditioned or delayed. Covered Entity shall have no obligations under this paragraph if such claims, damages and liabilities result from the Business Associate’s breach of this Agreement or Business Associate’s failure to discharge obligations under this Agreement.
Indemnification by Covered Entity. Covered Entity hereby agrees to hold harmless, release and indemnify Business Associate, its directors, officers, employees and agents against any and all claims, lawsuits, liabilities or damages (whether resulting from settlement, judgment, arbitration or otherwise) resulting from: Covered Entity’s breach of this BA Agreement; breach of any warranty or representation made by Covered Entity in this BA Agreement; or any obligation for which Covered Entity is legally responsible to fulfill under HIPAA.
Indemnification by Covered Entity. Covered Entity shall be solely responsible for, and shall indemnify and hold Business Associate harmless from any and all claims, damages, or causes of action arising out of the gross negligence or willful misconduct of Covered Entity or Covered Entity’s employees, agents, and Subcontractors, and Covered Entity will pay all losses, costs, liabilities, and expenses agreed to in settlement of, or in compromise of, or finally awarded against the Business Associate in connection with such claims or actions. Business Associate shall notify Covered Entity promptly of any action or claims threatened against or received by Business Associate and provide Covered Entity with such cooperation, information, and assistance as Covered Entity shall reasonably request in connection therewith. This Section 4.2 shall survive the termination of this Agreement.
Indemnification by Covered Entity. Covered Entity shall indemnify and hold harmless the Business Associate against any claims, liabilities, damages, and expenses, including reasonable attorneys' fees, incurred by the Business Associate in defending or compromising actions brought against the Business Associate arising out of or related to the acts or omissions of Covered Entity or their employees in connection with Covered Entity's negligent or fraudulent performance of Covered Entity's applicable duties under this Agreement. This indemnity shall be in proportion to the amount of responsibility found attributable to Covered Entity.
Indemnification by Covered Entity. Covered Entity, to the extent permitted by law, shall protect, defend, indemnify and hold harmless Business Associate from and against all claims, demands, liabilities, judgments or causes of action of any nature and for any remedies and costs (including but not limited to civil money penalties, money damages, equitable relief, attorney’s fees and defense costs) incurred by Business Associate in connection with any actual, threatened, or pending, civil, criminal, or administrative causes of action, claims, inquiries, investigations, lawsuits, mediations, arbitrations or other proceedings arising out of, resulting from, or in connection with any act, omission or other conduct of Covered Entity in connection with the performance of Covered Entity’s obligations under this Agreement.
