Common use of Indemnification by Provider Clause in Contracts

Indemnification by Provider. 13.1.1 Provider shall indemnify the Customer and its employees, agents, successors and assigns (“Customer Indemnitees”) against and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence, fraud or willful misconduct of Provider or its agents or employees or others under Provider’s control at any Site or (b) a Provider Default, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of a Customer Indemnitee. In connection therewith, Provider will (a) defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneys’ fees incurred in connection therewith and (b) promptly pay any judgment rendered against Provider, and/or the Customer Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such work, operations, or activities of Provider hereunder and Provider agrees to save and hold the Customer Indemnitees harmless therefore. 13.1.2 In the event the Customer Indemnitees are made a party to any action or proceeding filed or prosecuted against Provider for such damages or other claims arising out of or in connection with the performance of its obligations hereunder, or operation or activities of Provider hereunder, Provider agrees to pay to the Customer Indemnitees any and all costs and expenses incurred by the Customer Indemnitees in such action or proceeding together with reasonable attorneys’ fees. 13.1.3 Provider shall indemnify, defend and hold harmless the Customer Indemnitees from liability of any nature or kind, including cost and expense, for or on account of any patented or unpatented invention, process, or appliance manufactured or used in the performance of Provider’s obligations under this Agreement.