INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS. CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its officers, agents, employees and volunteers) from and against: A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR'S performance under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the or of CONTRACTOR and third persons. As it relates to professional services CONTRACTOR shall exonerate, indemnify, defend and hold harmless COUNTY from and against any and all claims demands, losses damages, defense costs or liability of any kind or nature which COUNTY may sustain or incur, to the extent arising out of CONTRACTORS negligent performance under the terms of this Agreement. B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).
Appears in 1 contract
Samples: Professional Services Agreement
INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS. CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its officers, agents, employees and volunteers) from and against:
A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR'S performance under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the or of CONTRACTOR and third persons. As it relates to professional services CONTRACTOR shall exonerate, indemnify, defend and hold harmless COUNTY from and against any and all claims demands, losses damages, defense costs or liability of any kind or nature which COUNTY may sustain or incur, to the extent arising out of CONTRACTORS negligent performance under the terms of this Agreement.
B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).
Appears in 1 contract
Samples: Professional Services Agreement
INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS. To the fullest extent permitted by applicable law, CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY DISTRICT (which for the purpose of paragraphs 5 7 and 6 8 shall include, without limitation, its officers, agents, employees and volunteers) from and against:
A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY DISTRICT may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising which arise out of, pertain to, or in any manner connected with the relate to CONTRACTOR'S performance ’S negligence, recklessness, or willful misconduct under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the person(s), or property(ies) of CONTRACTOR and third persons. As it relates to professional services CONTRACTOR shall exonerate, indemnify, defend and hold harmless COUNTY from and against any and all claims demands, losses damages, defense costs or liability of any kind or nature which COUNTY may sustain or incur, to the extent arising out of CONTRACTORS negligent performance under the terms of this Agreement.
B. Any and all Federal, State State, and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S ’S officers, employees and agents engaged in the performance of this Agreement Contract (including, without limitation, unemployment insurance, social security and payroll tax withholding).
C. Notwithstanding the foregoing, in the event the subject action alleges negligence on the part of the CONTRACTOR and/ or the DISTRICT, or any third party not under contract with the CONTRACTOR, the CONTRACTOR' s obligations regarding the DISTRICT' s defense under this section include only the reimbursement of the DISTRICT' s reasonable defense costs incurred to the extent of the CONTRACTOR' s negligence as expressly determined by a final judgment, arbitration, award, order, settlement, or other final resolution.
D. The CONTRACTOR shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach of fiduciary duty, loss of anticipated profits or for economic, incidental or consequential damages to the DISTRICT or any third party arising out of breach of contract, termination, or for any other reason whatsoever. Additionally, the CONTRACTOR shall not be responsible for acts and decisions of third parties, including governmental agencies, other than the CONTRACTOR' s subconsultants, that impact project completion and/ or success.
Appears in 1 contract
Samples: Independent Contractor Agreement
INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS. A. CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose purposes of paragraphs 5 and 6 this paragraph shall include, without limitation, its officers, agents, . Contract No. TBD employees and volunteers) from and against:
A. Any against any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it them for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR'S performance under of the terms duties set forth in Paragraph 1 (Duties) of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the or of CONTRACTOR and third persons. As it relates to professional services CONTRACTOR CONTRACTOR.
B. COUNTY shall exonerate, indemnify, defend defend, and hold harmless COUNTY CONTRACTOR from and against any and all claims claims, demands, losses losses, damages, defense costs costs, or liability of any kind or nature which COUNTY CONTRACTOR may sustain or incur, incur or which may be imposed upon them for injury to or death or in any manner connected with the extent arising out of CONTRACTORS negligent COUNTY'S performance under the terms of this the Agreement.
B. Any , excepting any liability arising out of the sole negligence of the CONTRACTOR. Such indemnification includes any damage to the or of COUNTY and third persons. COUNTY shall exonerate, indemnify, defend, and hold harmless CONTRACTOR from and against any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).
Appears in 1 contract
Samples: Master Agreement for Provision of Mental Health Trauma Response Services