Indemnification Claims. (a) Service Provider shall indemnify, defend and hold harmless the University, its trustees, officers, employees and agents, from and against any and all claims, liabilities, damages, injuries, expenses or losses including, but not limited to, attorneys’ fees or costs (a “Loss”) by reason of any suit, claim, demand, judgment or cause of action (an “Action”) initiated by any person resulting from any act or omission of Service Provider, its directors, officers, employees, agents, contractors and/or invitees arising out of or in connection with (i) any breach or failure of observance or performance of any representation, warranty or covenant or other provision of this Agreement, (ii) the use and/or occupancy of University premises in connection with the Services to be rendered hereunder, or (iii) any violation of law. (b) The University agrees to notify Service Provider promptly, in writing, of any Action brought against it in connection with this Agreement. The University agrees that it shall provide to the Service Provider such information and assistance as reasonably requested by the Service Provider, at Service Provider’s expense, necessary for Service Provider to defend any such Action.
Appears in 11 contracts
Samples: Professional Services Agreement, Professional Services Agreement, Professional Services Agreement
Indemnification Claims. (a) Service Provider The Supplier shall indemnify, defend and hold harmless the University, its trustees, officers, employees and agents, from and against any and all claims, liabilities, damages, injuries, expenses or losses including, but not limited to, attorneys’ fees or costs (a “Loss”) by reason of any suit, claim, demand, judgment or cause of action (an “Action”) initiated by any person resulting from any act or omission of Service Providerthe Supplier, its directors, officers, employees, agents, contractors Suppliers and/or invitees arising out of or in connection with (i) any breach or failure of observance or performance of any representation, warranty or covenant or other provision of this Agreement, (ii) the use and/or occupancy of the University premises in connection with the Services Goods to be rendered provided hereunder, or (iii) any violation of law.
(b) The University agrees to notify Service Provider the Supplier promptly, in writing, of any Action brought against it in connection with this Agreement. The University agrees that it shall provide to the Service Provider Supplier such information and assistance as reasonably requested by the Service ProviderSupplier, at Service Providerthe Supplier’s expense, necessary for Service Provider the Supplier to defend any such Action.
Appears in 1 contract
Samples: Goods Purchase Agreement