Common use of Indemnification/Defense Clause in Contracts

Indemnification/Defense. To the fullest extent permitted by law and in compliance with New York General Obligations Law 5-322.1, contractors and their subcontractors will indemnify, defend and hold harmless (dealer / line group / manufacturer) their officers, directors, partners, representatives, agents and employees as well as NFADA from and against any claims, suits, liens, judgments, damages, losses and expenses, including legal fees and all court costs and liability (including statutory liability) arising in whole or in part and in any manner from injury and/or death of person or damage to or loss of any property resulting from the acts, omissions, breach or default of Subcontractor, its officers, directors, agents, employees and subcontractors, directly in connection with the performance of any work by or for Subcontractor, except these claims, suits, liens, judgments, damages, losses and expenses caused by the sole negligence of (dealer / line group / manufacturer) . Subcontractor will defend and bear all costs of defending any actions or proceedings brought against (dealer / line group / manufacturer) its officers, directors, agents and employees and NFADA, arising in whole or in part out of any such acts, omissions, breach or default as a result of the work performed by the subcontractor. This indemnification agreement contemplates partial indemnification which is also known as contractual contribution and that partial indemnification is agreed to by the parties to the full extent of non-negligent liability of any of the indemnities. Dealer / Line Group / Subcontractor (Signature & Date) Manufacturer Representative (Signature & Date)

Indemnification/Defense. To the fullest extent extend permitted by law and in compliance with New York General Obligations Law 5-322.1, contractors and their subcontractors will indemnify, defend and hold harmless (dealer / line group / manufacturer) their officers, directors, partners, representatives, agents and employees as well as NFADA from and against any claims, suits, liens, judgments, damages, losses and expenses, including legal fees and all court costs and liability (including statutory liability) arising in whole or in part and in any manner from injury and/or death of person or damage to or loss of any property resulting from the acts, omissions, breach or default of Subcontractor, its officers, directors, agents, employees and subcontractors, directly in connection with the performance of any work by or for Subcontractor, except these claims, suits, liens, judgments, damages, losses and expenses caused by the sole negligence of (dealer / line group / manufacturer) . Subcontractor will defend and bear all costs of defending any actions or proceedings brought against (dealer / line group / manufacturer) its officers, directors, agents and employees and NFADA, arising in whole or in part out of any such acts, omissions, breach or default as a result of the work performed by the subcontractor. This indemnification agreement contemplates partial indemnification which is also known as contractual contribution and that partial indemnification is agreed to by the parties to the full extent of non-negligent liability of any of the indemnities. Date: Date: Dealer / Line Group / Subcontractor (Signature & DateSignature) Manufacturer Representative (Signature & DateSignature)

Indemnification/Defense. To the fullest extent extend permitted by law and in compliance with New York General Obligations Law 5-322.1, contractors and their subcontractors will indemnify, defend and hold harmless (dealer / line group / manufacturer) their officers, directors, partners, representatives, agents and employees as well as NFADA from and against any claims, suits, liens, judgments, damages, losses and expenses, including legal fees and all court costs and liability (including statutory liability) arising in whole or in part and in any manner from injury and/or death of person or damage to or loss of any property resulting from the acts, omissions, breach or default of Subcontractor, its officers, directors, agents, employees and subcontractors, directly in connection with the performance of any work by or for Subcontractor, except these claims, suits, liens, judgments, damages, losses and expenses caused by the sole negligence of (dealer / line group / manufacturer) . Subcontractor will defend and bear all costs of defending any actions or proceedings brought against (dealer / line group / manufacturer) its officers, directors, agents and employees and NFADA, arising in whole or in part out of any such acts, omissions, breach or default as a result of the work performed by the subcontractor. This indemnification agreement contemplates partial indemnification which is also known as contractual contribution and that partial indemnification is agreed to by the parties to the full extent of non-negligent liability of any of the indemnities. Date: Date: _ _ _ _ _ Dealer / Line Group / Subcontractor (Signature & DateSignature) Manufacturer Representative (Signature & Date)Signature) _ _ _