Common use of Indemnification from Service Provider Clause in Contracts

Indemnification from Service Provider. [Not applicable where the Service Provider is a Colorado governmental entity subject to the Colorado Constitutional tax and public spending provisions commonly known as XXXXX.] The Service Provider shall indemnify, defend, and hold the District, and its employees, agents, and members of the governing board (“Indemnified Persons”) harmless against any and all third party claims, costs, expenses, claims, actions, damages, liabilities, court awards, and other amounts (including attorney’s fees, court costs, and related costs) (“Claims”) incurred by any of the Indemnified Persons in connection with (i) any act or omission by the Service Provider related to the Agreement; (ii) any act or omission by the Service Provider’s employees, agents, Subcontractors, or assignees related to the Agreement; (iii) the Work Product; or (iv) performance under the Agreement. In the event any Work Product, Materials, or the performance of the Services are covered by or infringe upon any Intellectual Property, the Service Provider shall indemnify and defend the Indemnified Persons and hold the Indemnified Persons harmless against all Claims resulting from such Intellectual Property based on actual or alleged manufacture, sale or use of Work Product, Services or Materials in violation, infringement or the like of Intellectual Property rights of others. The provisions of this section shall survive the termination of the Agreement.

Indemnification from Service Provider. [Not applicable where the Service Provider is a Colorado governmental entity subject to the Colorado Constitutional tax and public spending provisions commonly known as XXXXX.] The Service Provider shall indemnify, defend, and hold the District, and its employees, agents, and members of the governing board (“Indemnified Persons”) harmless against any and all third party claims, costs, expenses, claims, actions, damages, liabilities, court awards, and other amounts (including attorney’s fees, court costs, and related costs) (“Claims”) incurred by any of the Indemnified Persons in connection with (i) any act or omission by the Service Provider related to the Agreement; (ii) any act or omission by the Service Provider’s employees, agents, Subcontractors, or assignees related to the Agreement; (iii) the Work Product; or (iv) performance under the Agreement. In the event any Work Product, Materials, or the performance of the Services are covered by or infringe upon any Intellectual Property, the Service Provider shall indemnify and defend the Indemnified Persons and hold the Indemnified Persons harmless against all Claims resulting from such Intellectual Property based on actual or alleged manufacture, sale or use of Work Product, Services or Materials in violation, infringement or the like of Intellectual Property rights of others. Nevertheless, Contractor shall not be liable and shall not hold District harmless against any and all Claims related to any media or content directly created by District users upon usage of the Contractor’s service in breach of intellectual property laws. The provisions of this section shall survive the termination of the Agreement.

Indemnification from Service Provider. [Not applicable where the Service Provider is a Colorado governmental entity subject to the Colorado Constitutional tax and public spending provisions commonly known as XXXXXTABOR.] The Service Provider shall indemnify, defend, and hold the District, and its employees, agents, and members of the governing board (“Indemnified Persons”) harmless against any and all third party claims, costs, expenses, claims, actions, damages, liabilities, court awards, and other amounts (including attorney’s fees, court costs, and related costs) (“Claims”) brought by persons not a Party or incurred by any of the Indemnified Persons in connection with (i) any act or omission by the Service Provider related to the Agreement; (ii) any act or omission by the Service Provider’s employees, agents, Subcontractors, or assignees related to the Agreement; (iii) the Work Product; or (iv) performance under the Agreement. In the event any Work Product, Materials, or the performance of the Services are covered by or infringe upon any Intellectual Property, the Service Provider shall indemnify and defend the Indemnified Persons and hold the Indemnified Persons harmless against all Claims resulting from such Intellectual Property based on actual or alleged manufacture, sale or use of Work Product, Services or Materials in violation, infringement or the like of Intellectual Property rights of others. The provisions of this section shall survive the termination of the Agreement.