Common use of Indemnification/Hold Harmless Clause in Contracts

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under 15.1 Pursuant to Section 22 hereof725.08, CONTRACTOR Florida Statutes, the CONSULTANT shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s harmless the City, its officers, agents and employees, agents, from and volunteers harmless and free from against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or expensesdamages, to the extent caused by CONSULTANT's, or any persons employed or utilized by the CONSULTANT in the performance of this Agreement or any Work Order, negligent acts, errors, omission negligence, reckless, or intentionally wrongful conduct under this Agreement. Consultant shall reimburse the City for all its expenses including attorneyreasonable attorneys’ fees and costs incurred, up though and inclusive of any appeals, in and about the defense of any such claim or investigation and for any judgment or damages to the extent caused by CONSULTANT's and/or and of the CONSULTANT’S subconsultant’s feesnegligent acts, errors, omission negligence, reckless, or intentionally wrongful conduct. 15.2 The provisions of this section shall survive termination of this Agreement. Nothing contained herein shall in any way alter or diminish the City’s statutory or common law protections related to Sovereign Immunity. 15.3 Except as otherwise explicitly provided herein, in no event shall either Party, its parents, affiliates and subsidiaries or their respective directors officers or employees be liable to the other for any indirect, incidental, special, consequential or punitive damages whatsoever (including without limitation, loss of revenue, loss of use, or interruption of business) arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In , even if advised of the event possibility of such damages, and CONSULTANT hereby releases CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained and CITY hereby releases CONSULTANT from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementliability.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR a. Each party shall indemnify, protectdefend and hold harmless the other party, defend with counsel acceptable to the CITYits shareholders, officers, directors, and hold CITY employees from and CITY’s officers, employees, agentsagainst any claim, and volunteers harmless and free from any and all claimsloss, liabilitiesliability, or damages, costs, and expenses, including attorney’s reasonable attorneys’ fees, sustained or incurred by such indemnified party, or by any of the indemnifying party’s employees to the extent directly based upon or resulting from (1) any act or omission by the indemnifying party and/or its employees giving rise to the claim, loss, liability, damages, costs or expenses or (2) any breach of this Agreement. b. Due to the special relationship between the Producer and insured, Producer understands that Xxxxxx-Xxxxxxx assumes no responsibility toward any applicant, insured or sub-producer with regard to the adequacy, amount or form of coverage and agrees to hold Xxxxxx-Xxxxxxx harmless from any claim asserted against Xxxxxx-Xxxxxxx in following the instructions of the Producer. Xxxxxx-Xxxxxxx is not an insurer and does not guarantee the financial condition of the insurers with whom it may place risk(s). Xxxxxx-Xxxxxxx shall have no liability for non-payment of claims due to the insolvency of an insurer, or otherwise, under contracts of insurance placed by Xxxxxx-Xxxxxxx. c. Either party who intends to claim their right of indemnification hereunder shall promptly notify the other party when it re-ceives notice of the commencement of any action or proceeding related to such claim or alleged liability, and such other party shall be entitled to participate in such action with counsel satisfactory to both parties. d. Producer shall be fully responsible for the conduct and performance of any sub-agents of Producer, and shall defend, indemnify and hold Xxxxxx-Xxxxxxx harmless against any loss, claim, expense, damages, fines, penalties, or attorneys’ fees arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance act on the party of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, sub-agents, including the failure to maintain appropriate licenses or volunteers are named certificates. Nothing in any lawsuit, this paragraph shall be construed to allow Producer to appoint or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement contract with sub-agents except as otherwise expressly provided for authorized by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the AgreementXxxxxx-Xxxxxxx in writing.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall Licensee agrees to indemnify, protect, defend (with counsel acceptable selected by Licensee) and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the CITYproperty of Licensee or the property or person, including death, of any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and hold CITY Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and CITY’s demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementcontractors.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under 15.1 Pursuant to Section 22 hereof725.08, CONTRACTOR Florida Statutes, the CONSULTANT shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s harmless the City, its officers, agents and employees, agents, from and volunteers harmless and free from against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or expensesdamages, to the extent caused by CONSULTANT's, or any persons employed or utilized by the CONSULTANT in the performance of this Agreement or any Work Order, negligent acts, errors, omission negligence, reckless, or intentionally wrongful conduct under this Agreement. Consultant shall reimburse the City for all its expenses including attorneyreasonable attorneys’ fees and costs incurred, up though and inclusive of any appeals, in and about the defense of any such claim or investigation and for any judgment or damages to the extent caused by CONSULTANT's and/or and of the CONSULTANT’S subconsultant’s feesnegligent acts, errors, omission negligence, reckless, or intentionally wrongful conduct. 15.2 The provisions of this section shall survive termination of this Agreement. Nothing contained herein shall in any way alter or diminish the City’s statutory or common law protections related to Sovereign Immunity. 15.3 Except as otherwise explicitly provided herein, in no event shall either Party, its parents, affiliates and subsidiaries or their respective directors officers or employees be liable to the other for any indirect, incidental, special, consequential or punitive damages whatsoever (including without limitation, loss of revenue, loss of use, or interruption of business) arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In , even if advised of the event possibility of such damages, and 10 CONSULTANT hereby releases CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained and CITY hereby releases CONSULTANT from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementliability.

Indemnification/Hold Harmless. As a separate further consideration and independent covenant from CONTRACTOR’s obligations under Section 22 hereofinducement for this compromise settlement, CONTRACTOR shall Releasors agree to indemnify, protect, defend with counsel acceptable to the CITYdefend, and to hold CITY and CITY’s officers, employees, agents, and volunteers each of the Releasees harmless and free from any and all past, present and future claims, liabilitiesdemands, liens, subrogated claims, causes of action, in law or in equity, whether known or unknown, which may hereafter be made or brought by or on behalf of Releasors or any other person or entity claiming by, through or under Releasors, claiming damages, reimbursement, subrogation, indemnity, or contribution which might be filed or claimed as a result of or in any way arising out of the aforesaid injuries or damages, in any way arising directly or indirectly from events, incidents, or occurrences arising from the events of the Lawsuit and referenced herein. This also includes any claims, demands, or otherwise that may arise related to any allocation or apportionment of the sums set forth herein arising from the events of the Lawsuit, or any claims by the Qualified Settlement Fund Administrator or by any third parties with respect to operation of and/or disbursements from the Qualified Settlement Fund. It is the intent of Releasors that this indemnity agreement shall include indemnification to the Releasees for any and all judgments, awards, settlements, costs, attorney’s fees, or expenses, including attorney’s feesof whatever nature, it being the intent of Releasors to completely and fully terminate any exposure or liability on the part of Releasees arising from the events of the Lawsuit. Releasors agree to satisfy any and all claims for payments and liens arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained the subject matter of the Lawsuit from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defenseSettlement Amount, including but not limited to attorney’s feesmedical liens, hospital liens, claims made by any public or private health insurers, any federal or state Medicare or Medicaid claims, and attorney liens from their current attorneys and former attorneys they have retained or who hold a lien on this cause, and any and all other liens or subrogation rights of any kind which may have accrued as a result of medical care, hospital care, physical therapy, counseling or any other medical/mental health care or treatment rendered to the Releasors. XXXXXXXXXX also understands Releasors agree to, and agrees that it is being employed to perform the services provided for by are responsible for, notification of this Agreement because to any health plans, holders of CONTRACTOR’s professed expertise liens, and experience in performing such servicesassignees. Releasees have no responsibility to notify any person or entity of this Agreement on behalf of Releasors In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agentsthe event Releasors establish a Medicare/Medicaid set-aside, or volunteers may elect if Medicare/Medicaid requires a set-aside for future medical payments, Releasors agree it will be their sole responsibility and not the responsibility of Releasees or their counsel. The Parties agree that Releasors shall have sole responsibility for addressing the past, present, and future interests of Medicare/Medicaid related to do sothis settlement. If the cost of protecting Medicare/Medicaid consumes all or a substantial portion of the Settlement Amount, Releasors agree that they will not seek to set aside or withdraw from this Agreement and Releasees shall have no duty continuing obligations to reviewReleasors. To comply with the applicable federal regulations and to reasonably recognize Medicare/Medicaid’s interests, inspectReleasors represent that they agree to fully satisfy any and all Medicare/Medicaid conditional payments, monitorsubrogation interests, or supervise claims and/or liens, as may be finally determined and/or compromised, from the work performed proceeds of the Settlement Amount identified in Section IV.A above. Releasors agree to reserve the necessary funds from the Settlement Amount to cover such conditional payments, subrogation interests, claims and/or liens asserted by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant Medicare/Medicaid related to this Agreement. CONTRACTOR’s obligations under this Section Releasors agree to defend, protect, indemnify and save and hold harmless each of the Agreement Releasees and their respective heirs, executors, administrators, agents, assigns, successors, servants, employees, directors, officers, related corporate entities, and its insurer, if any person, firm, corporation or other entity claiming by, through or under Releasors shall survive the termination assert or attempt to assert any claim, action or demand by reason of the foregoing matters arising from the events of the Lawsuit, including but not limited to, any claim for contribution or indemnification or arising from any actual or claimed lien or subrogation right or any claim of interest in or entitlement to all or a part of any of the proceeds of this Agreement.

Indemnification/Hold Harmless. As a separate The Producer, for itself and on behalf of its agents, employees, independent covenant from CONTRACTOR’s obligations under Section 22 hereofproducers, CONTRACTOR contractors, suppliers, subsidiaries, affiliates and sub-consultants, shall indemnify, protectdefend and hold the MBTA, defend with counsel acceptable to KCS, the CITYRailroad Companies, and hold CITY and CITY’s their agents, consultants, officers, directors, representatives, employees, agentsassigns and successors-in-interest (“Indemnitees”), harmless to the fullest extent provided by law from and volunteers harmless and free from against any and all losses, reasonable and verifiable expenses, reasonable and verifiable costs, damages, claims, liabilitiesdemands, or expensesfines, including attorney’s feespenalties, arising out of or relating to liens, suits and any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defensecauses of action, including but not limited to attorney’s fees. XXXXXXXXXX also understands reasonable outside attorneys’ fees and agrees that it is being employed costs of collection, pertaining to perform the services provided for by or in any way arising out of this Agreement because and asserted against the MBTA or any Indemnitee by any person (including without limitation, any claims by the Indemnitees own employees) for injury to persons including death, or for loss of CONTRACTORor damage to property or the loss of use thereof, to the extent caused in whole or in part by the acts or omissions of the Producer, or any of the Producer’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officersagents, employees, independent producers, contractors, suppliers, subsidiaries, affiliates and sub-consultants or other persons or entities for whose acts the Producer may be liable. The indemnification required by this Section 8 shall not be limited in any way by the limits, terms or conditions of any insurance policy. Producer will defend all such claims at its own cost and expense and reimburse the Indemnitees for any reasonable outside attorneys’ fees incurred by the Indemnitees with respect to any such claim. The parties specifically agree that this indemnification also includes indemnification against and from any and all claims and suits, and any and all liability for loss or expense arising from or incidental to or in connection with any and all environmental damage caused by the Work, including any environmental damage stemming from the transportation or disposal of any debris resulting from the Work. Notwithstanding the foregoing, the Producer shall not be required to indemnify or defend the Indemnitees or their agents, or volunteers may elect to do soconsultants, they have no duty to reviewofficers, inspectdirectors, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officersrepresentatives, employees, agentsassigns or successors-in-interest against claims resulting from the sole gross negligence or willful misconduct of the Indemnitees. Except to the extent due to the gross negligence or willful misconduct of the Indemnitees, notwithstanding any other provision of this Agreement, Producer shall be solely liable for, and shall indemnify absolutely the Indemnitees for any exposure, assessment, penalty, or volunteers arising out other liability resulting from the enforcement action of such failure to inspectany Federal, review, monitorstate, or supervise local governmental entity, including any assessments related to workplace safety that relate to the work performed performance of the Work in any way whatsoever. These shall include, but not be limited to, citations, violations, penalties, or other enforcement actions by CONTRACTOR pursuant the Federal Transit Administration, Occupational Health and Safety Administration, and the Massachusetts Department of Environmental Protection. The Producer shall pay for all costs associated with the Work, including but not limited to this Agreementcosts for labor, materials and equipment, and all costs related to the disposal of debris associated with the Work, and Producer shall defend and indemnify the Indemitees against and save them harmless from and against any and all claims, suits or liens therefore brought by the Producer’s subcontractors, consultants, agents or employees, or any other person or entity, except to the extent due to the gross negligence or willful misconduct of the Indemnitees. CONTRACTOR’s obligations under The provisions of this Section of the Agreement 8 shall survive the termination of the this Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 21 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), conduct related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, or wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall (A) E-LOAN agrees to indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY MarketWatch harmless from and CITY’s officers, employees, agents, and volunteers harmless and free from against any and all claims, liabilitiessuits, actions, liability, losses, expenses or damages which may hereafter arise, which MarketWatch, its affiliates, directors, officers, agents or employees may sustain due to, or expenses, including attorney’s fees, arising out of any breach of any representation or relating to any negligent act, negligent omissionwarranty herein, or wrongful conductarising out of any act or omission by E-LOAN, its affiliates, officers, agents, representatives or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related employees in any way to CONTRACTOR’s performance of its services pursuant to connection with this Agreement. In However, the event CITY and/or above indemnification shall not provide coverage for (a) any claim, suit, action, liability, loss, expense or damage to the extent resulting from an act or omission of MarketWatch or (b) the amount by which any cost, fee, expense or loss associated with any of CITY’s the foregoing were increased as a result of an act or omission on the part of MarketWatch. As a condition of the foregoing indemnity obligation, MarketWatch agrees to give E-LOAN reasonably prompt notice of any third party claim which may be indemnified, cooperation and, at E-LOAN's sole cost and expense, sole control of the defense and settlement of such claim. (B) MarketWatch agrees to indemnify, defend and hold E-LOAN harmless from and against any and all claims, suits, actions, liability, losses, expenses or damages which may hereafter arise, which E-LOAN, its affiliates, directors, officers, employeesagents or employees may sustain due to, or arising out of any breach of any representation or warranty herein, or arising out of any act or omission by MarketWatch, its affiliates, officers, agents, representatives or volunteers are named in any lawsuit, employees or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent actany act by MarketWatch, negligent omissionits affiliates, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, representatives or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by employees in connection with this Agreement. However, the above indemnification shall not provide coverage for (a) any claim, suit, action, liability, loss, expense or damage to the extent resulting from an act or omission of E-LOAN or (b) the amount by which any cost, fee, expense or loss associated with any of the foregoing were increased as a result of an act or omission on the part of E-LOAN. As a consequencecondition of the foregoing indemnity obligation, CONTRACTOR waives E-LOAN agrees to give MarketWatch reasonably prompt notice of any right third party claim which may be indemnified, cooperation and, at MarketWatch's-LOAN's sole cost and expense, sole control of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out the defense and settlement of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementclaim.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR 10.1 Consultant shall indemnify, protect, defend with counsel acceptable to the CITY, indemnify and hold CITY harmless AHA, its affiliates, its directors, officers, Board of Commissioners, Board of Directors, elected and CITY’s appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “Indemnitees”) from any liability whatsoever, based or asserted upon any act, omission, or services of Consultant, its officers, employees, agentssubcontractors, and volunteers harmless and free from any and all claimsindependent contractors, liabilities, agents or expenses, including attorney’s fees, representatives arising out of or in any way relating to any negligent actthis Agreement, negligent omissionincluding but not limited to property damage, bodily injury, or wrongful conductdeath (AHA employees included), or any lossother element of damage of any kind or nature whatsoever, damagerelating to or in any way connected with or arising from the performance of Consultant, its officers, employees, subcontractors, independent contractors, agents or injury (representatives from this Agreement. Consultant shall defend, at its sole expense, all costs and fees including, but not limited to, death attorney fees, cost of investigation, defense and settlements or other injury awards, the Indemnitees in any claim or legal action based upon such alleged acts or omissions. 10.2 With respect to any action or claim subject to indemnification herein by Consultant, Consultant shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of AHA; provided, however, that is sustained any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Consultant’s indemnification to Indemnitees as set forth herein. Consultant's obligation hereunder shall be satisfied when Consultant has provided to AHA the appropriate form of dismissal relieving AHA from any communicable disease)liability for the action or claim involved. 10.3 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Consultant's obligations to indemnify and hold harmless the Indemnitees herein from third party claims. 10.4 AHA does not, related in and shall not, waive any way to CONTRACTOR’s performance rights that it may possess against Consultant because of its services acceptance by AHA, or the deposit with AHA, of any insurance policy or certificate required pursuant to this Agreement. In This hold harmless, indemnification and defense provision shall apply regardless of whether or not any insurance policies determined to be applicable to the event CITY and/or any of CITY’s officersclaim, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any lossdemand, damage, or injury (includingliability, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, cost or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out expense. The indemnity obligations of Consultant contained in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination and expiration of the this Agreement.

Indemnification/Hold Harmless. As a separate 1. All services to be rendered or performed under this Agreement shall be performed or rendered entirely at the AGENCY'S own risk and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable the AGENCY expressly agrees to the CITY, indemnify and hold CITY harmless the COUNTY and CITY’s all of its officers, agents, employees, agentsor otherwise, and volunteers harmless and free from any and all liability, loss or damage including reasonable costs of defense that they may suffer as a result of claims, liabilitiesdemands, actions, or expensesdamages to any and all persons or property, including attorney’s fees, arising costs or judgments against the COUNTY or any person which result from or arise out of the services to be performed by the AGENCY under this Agreement; provided, this section shall not apply to liability resulting exclusively from negligence of the COUNTY, its officers, or relating employees, or their errors. 2. The COUNTY expressly agrees to indemnify and hold harmless the AGENCY and all of its officers, agents, employees, or otherwise, from any and all liability, loss or damage including reasonable costs of defense that they may suffer as a result of claims, demands, actions, or damages to any negligent actand all persons or property, negligent omissioncosts or judgments against the AGENCY which exclusively result from or arise out of the actions of the COUNTY, its officers, agents, or wrongful conductemployees or the failure of products or equipment provided by the COUNTY to the extent such failure results from the negligence of the COUNTY, or the services to be performed by the AGENCY as a result of acting under the express and negligent direction or control of a COUNTY agent or representative, excluding the Thurston County Medical Program Director or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreementmedical doctor. 3. In the event CITY that a claim and/or lawsuit is brought against a party to this Agreement, or against any party's officers, officials or employees for actions arising out of CITY’s officerstheir conduct in responding to a request for assistance, it shall be the duty of each such party to promptly notify the other parties that actually responded to the event which is the subject of such claim or lawsuit that the same has been initiated. 4. The COUNTY and the AGENCY acknowledge and agree that if such claims, actions, suits, liability, loss, costs, expenses, and damages are caused by or result from the concurrent negligence of the COUNTY, its agents, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwiseand/or officers, and all costs incurred by them in their defensethe AGENCY, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officersits agents, employees, and/or officers, this section shall be valid and enforceable only to the extent of the negligence of each party, its agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agentsand/or officers. The parties hereto have expressly bargained for and do waive for purposes of this Indemnification section, only, the immunities of Title 51 RCW, as it relates to any claim, suit, or volunteers arising out cause of such failure to inspect, review, monitor, or supervise action by one party's employee(s) against the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementother party.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall The Developer hereby agrees to indemnify, protectdefend, defend with counsel acceptable to the CITYpay on behalf of, and hold CITY harmless the City, its elected and CITY’s appointed officials, officers, employees, agents, representatives and volunteers harmless and free each of them from and against any and all claimssuits, actions, legal or administrative proceedings, claims demands, damages, liabilities, or expensesinterest, including attorney’s fees, costs, and expenses of whatsoever kind or nature whether arising out before, during or after completion of work hereunder and in any manner directly or relating indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any negligent act, negligent omission, or wrongful conductfault, or any lossnegligence, damagewhether active or passive, of the Developer or injury (includingof anyone acting under its direction or control or on its behalf even if liability is also sought to be imposed on the City, but not limited toits elected officials and appointed officials, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend, pay on behalf of and hold harmless the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers and each of them shall be applicable unless liability results from the sole negligence of the City, or its elected and appointed officials, officers, employees, agents, representatives and volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers are named in by an employee of the Developer, any lawsuitsubcontractor, or should any claim be made against it or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by lawsuit any limitation on the amount or type of damages, compensation, or benefits payable by or for the Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise arising out reduce any other right or obligation of or relating indemnity that would otherwise exist as to such negligent actthe City, negligent omissionits elected and appointed officials, wrongful conductofficers, employees, agents,representatives and volunteers under this or any lossother contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, damageits elected and appointed officials, or injury (includingofficers, but not limited toemployees , death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them agents ,representatives and volunteers for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all legal expenses and costs incurred by each of them in their defenseconnection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. In the event that Developer employs other persons, firms, corporations or entities (sub-contractor) as part of the work covered by this Agreement, it shall be the Developer’s responsibility to require and confirm that each sub- contractor enters into an Indemnity Agreement in favor of the City, it’s elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to attorney’s feesthose found in Wisconsin Statute S. 893.80. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement This indemnity provisions shall survive the termination or expiration of the this Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 11 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), related in any way to CONTRACTOR’s performance of its services pursuant to this AgreementContract. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement Contract because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement Contract except as otherwise expressly provided for by this AgreementContract. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this AgreementContract. The CONTRACTOR’s obligations under this Section of the Agreement Contract shall survive the termination of the AgreementContract.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR 10.1 Consultant shall indemnify, protect, defend with counsel acceptable to the CITY, indemnify and hold CITY harmless NORTH HOUSING LP’S, its affiliates, its directors, officers, Board of Commissioners, Board of Directors, elected and CITY’s appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “Indemnitees”) from any liability whatsoever, based or asserted upon any act, omission, or services of Consultant, its officers, employees, agentssubcontractors, and volunteers harmless and free from any and all claimsindependent contractors, liabilities, agents or expenses, including attorney’s fees, representatives arising out of or in any way relating to any negligent actthis Agreement, negligent omissionincluding but not limited to property damage, bodily injury, or wrongful conductdeath (NORTH HOUSING BLOCK A LP’S employees included), or any lossother element of damage of any kind or nature whatsoever, damagerelating to or in any way connected with or arising from the performance of Consultant, its officers, employees, subcontractors, independent contractors, agents or injury (representatives from this Agreement. Consultant shall defend, at its sole expense, all costs and fees including, but not limited to, death attorney fees, cost of investigation, defense and settlements or other injury awards, the Indemnitees in any claim or legal action based upon such alleged acts or omissions. 10.2 With respect to any action or claim subject to indemnification herein by Consultant, Consultant shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of NORTH HOUSING LP’S; provided, however, that is sustained any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Consultant’s indemnification to Indemnitees as set forth herein. Consultant's obligation hereunder shall be satisfied when Consultant has provided NORTH HOUSING BLOCK A LP’S the appropriate form of dismissal relieving NORTH HOUSING BLOCK A LP’S from any communicable disease), related liability for the action or claim involved. 10.3 The specified insurance limits required in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise shall in no way limit or circumscribe Consultant's obligations to indemnify and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise hold harmless the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the AgreementIndemnitees herein from third party claims.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR APPLICANT shall indemnify, protect, save harmless and defend with counsel acceptable to the CITY, its elected and hold CITY and CITY’s officersappointed officials, employees, agents, volunteers and volunteers harmless agents (including reimbursing the CITY for all costs and free attorneys' fees) from any and all damages, claims, liabilitiesor demands, of any kind, on account of injury to or expensesdeath of any and all persons, including attorney’s feescaused by APPLICANT or its use of the sidewalk right-of-way in this permit, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death APPLICANT, its agents, employees, subcontractors and their successors and assigns as well as the CITY or other injury the CITY's employees, elected and appointed officials and agents, contractors and all third parties. APPLICANT shall further indemnify, save harmless and defend the CITY, as provided above, from all property damage of any kind, whether tangible or intangible, including loss of use resulting from such damage, that is sustained from occurs in connection with any communicable disease)work performed by APPLICANT or caused, related in any way to CONTRACTOR’s performance whole or in part, by the presence of APPLICANT or its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officersofficials, employees, agents, or volunteers are named in any lawsuitcontractors, subcontractors, or should any claim be made against it their property upon or any of them by lawsuit or otherwise arising out of or relating in proximity to such negligent actCITY right- of-way. Such indemnification will not extend to damages, negligent omission, wrongful conductclaims, or any lossdemands that are caused by the negligence or intentional misconduct of the CITY, damageits employees, agents or injury (including, but contractors. Such negligence shall not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s feesinclude the issuance of this Permit. XXXXXXXXXX also understands and APPLICANT agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s its obligations under this Section section extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, APPLICANT, by mutual negotiation, hereby waives, as respects the Agreement CITY only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the CITY incurs any judgment, award, and/or cost arising therefrom including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall survive the termination of the Agreementbe recoverable from APPLICANT.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofa. To the fullest extent allowed by law, CONTRACTOR Contractor shall indemnifydefend, protect, defend with counsel acceptable to the CITY, indemnify and hold CITY and CITY’s District, its officials, trustees, officers, agents, employees, agentsvolunteers, and volunteers representatives (“Indemnitees”) free and harmless and free from any and all claims, demands, negligence (including the active or passive negligence of Indemnitees as allowed by law), causes of action, costs, expenses, liabilities, losses, damages or expensesinjuries, fines, penalties in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively “Loss”) to the extent arising out of or incident to: 1) Contractor or any subcontractor’s failure to fully comply with or breach of any of the terms and conditions of this Contract, or 2) any acts, omissions, negligence or willful misconduct of Contractor, any subcontractor, and their officials, officers, employees, and agents arising out of or in connection with the performance of Services or otherwise arising from this Contract (“Indemnification”). b. Contractor’s Indemnification includes, but is not limited to, the payment of all damages and attorney’s fees, arising out of or relating to any negligent actfines, negligent omissionpenalties and other related costs and expenses. The only limitations on this provision shall be those imposed by Civil Code § 2782, as may be applicable, or wrongful conductother applicable provisions of law. c. Contractor’s defense obligations (with counsel approved by District), or shall arise immediately upon tender of any lossof the Indemnitees, damageand the defense shall be paid at Contractor’s own cost, or injury (includingexpense and risk, but not limited tofor any and all such aforesaid suits, death actions or other injury legal proceedings of every kind that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or may be brought or instituted against any of CITY’s officersthe Indemnitees, employeesnotwithstanding whether liability is, agents, can be or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementhas yet been established.

Indemnification/Hold Harmless. As a separate a. The Lender represents, warrants and independent covenant from CONTRACTOR’s obligations agrees that the Lender is organized and validly existing under Section 22 hereofthe laws of the State of Utah, CONTRACTOR or qualified and registered to do business in the State of Utah. The Lender shall indemnify, protect, defend with counsel acceptable to the CITY, indemnify and hold CITY the District and CITY’s its managers, directors, officers, agents, employees, and successors harmless from and against any and all liability, loss, damage, cost, charges, claims, actions, causes of action, recoveries, judgments, penalties and expenses, including reasonable outside attorneys’ fees, (collectively, “Liabilities”) which they may suffer by reason of: (a) any claims for compensation by Employee and/or claims for payment by any third party relating in any way to Employee’s employment by the Lender; (b) any failure by the Lender to make or pay the required deductions and/or withholdings from the compensation payable by the Lender to Employee; (c) any breach of any of the representations, warranties or agreements made by the Lender and/or Employee hereunder; and/or (d) any claim alleging facts which if true would constitute such a breach. b. Beyond that required under federal, state or local Law, District shall defend, save harmless and indemnify Employee against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee’s duties or resulting from the exercise of judgment or discretion in connection with the performance of those duties or responsibilities under this Agreement, unless the act or omission involved willful or wanton conduct. The Employee may request and the District shall not unreasonably refuse to provide independent legal representation at District’s expense. Legal representation, provided by District for Employee, shall extend until a final determination of the legal action including any appeals brought by either party. The District shall indemnify Employee against any and all losses, damages, judgments, interest, settlements, fines, and court costs. In this regard, Employee recognizes that the District shall have the absolute right to settle any claims or lawsuits unless the settlement is of a personal nature to Employee, in which event the Employee may exercise her veto over the settlement. Further, District agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation to which the Employee is a party, witness or advisor to the District. Such expense payments shall continue beyond Employee's service to the District as long as litigation is pending. Further, District agrees to pay Employee’s reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to District regarding pending litigation. c. The District shall indemnify and hold the Lender and its agents, employees, and volunteers officers, harmless from and free from shall process and defend at its own expense any and all claims, liabilitiesdemands, suits, at law or equity, actions, penalties, losses, damages, or expensescosts, including attorney’s feesof whatsoever kind or nature, brought against the Lender arising out of or relating to any negligent actof, negligent omissionin connection with, or wrongful conductincident to the performance of Employee’s duties as Interim General Manager under this Agreement; provided, however, that if such claims are caused by or any lossresult from the concurrent negligence of the Lender, damageits agents, employees (not including the Employee in her capacity as the Interim General Manager), and officers, this indemnity provision shall be valid and enforceable only to the extent it is consistent with the principles of comparative negligence; and provided further, that nothing herein shall require the District to hold harmless or injury defend the Lender, its agents, employees (includingnot including the Employee in her capacity as the Interim General Manager), but not limited to, death or other injury that is sustained and/or officers from any communicable disease)claims arising from the sole negligence of the Lender, related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officersagents, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any and/or officers. d. The provisions of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement section shall survive the expiration or termination of the this Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall Licensee agrees to indemnify, protect, defend (with counsel acceptable selected by Licensee) and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys' fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise during or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the CITYproperty of Licensee or the property or person, including death, of any of Licensee's employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee's employees, agents or invitees, or arising from any other cause whatsoever; and hold CITY Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and CITY’s demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementcontractors.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall Contractor agrees to indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s harmless, the City, its officers, employees, agents, and volunteers harmless employees from, and free from against any and all claims, actions, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (losses and expenses including, but not limited to, death attorney’s fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other injury wrongful conduct of Contractor, agents, laborers, subcontractors or other personnel entity acting under Contractor’s control in connection with the Contractor’s performance of services under this Contract and to that is sustained extent Contractor shall pay such claims and losses and shall pay all such costs and judgments which may issue from any communicable disease)lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, related and shall pay all costs and attorney’s fees expended by the City in defense of such claims and losses including appeals. That the aforesaid hold- harmless Contract by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor or any agent laborers, subcontractors or employee of Contractor regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. Contractor shall be held responsible for any violation of laws, rules, regulations or ordinances affecting in any way to CONTRACTOR’s the conduct of all persons engaged in or the materials or methods used by Contractor on the Work. Contractor shall give all notices and comply with all laws, ordinances, rules, regulations and orders of any public authority bearing on the performance of its services pursuant to the Work under this AgreementContract. In Contractor shall secure all permits, fees, licenses, and inspections necessary for the event CITY and/or any execution of CITY’s officersthe Work, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any and upon termination of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them this Contract for any judgment rendered against them for reason, Contractor shall transfer such negligent actpermits, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwiseif any, and all costs incurred if allowed by them in their defenselaw, including but not limited to attorney’s feesthe City. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement This indemnification shall survive the termination of the Agreementthis Contract.

Indemnification/Hold Harmless. As a separate Lessee shall indemnify and independent covenant from CONTRACTOR’s obligations under Section 22 hereofsave harmless Lessor, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officersits agents, employees, agentslicensees, invitees, and volunteers harmless assigns, from and free from against any and all claims, suits, actions, demands, causes of action, liabilities, or expensesand losses arising in connection with any personal injury, including attorney’s fees, arising out loss of or relating to any negligent act, negligent omissionlife, or wrongful conductproperty damage occurring in, from or in connection with the Demised Premises, as a result of the negligence, breach of this Lease, or violation of any loss, damage, duty by Lessee or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named licensees, and from and against all costs and expenses, including attorneys' fees, incurred in defending any lawsuitsuch claims or actions, the investigation thereof, or should the defense of any claim be made action or proceeding brought thereon, and from and against it or any of them by lawsuit or otherwise arising out of or relating to such negligent actjudgments, negligent omissionorders, wrongful conductdecrees, or liens resultant therefrom and any lossfines levied by any authority by virtue of any law, damageregulation, or injury (includingordinance applicable to the use of the Demised Premises; provided, but that the foregoing shall not limited toapply to instances of personal injury, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful actloss of life, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred property damage caused solely by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because willful misconduct of CONTRACTOR’s professed expertise and experience in performing such servicesLessor. In addition, CONTRACTOR understands Xxxxxx hereby saves Lessor harmless and agrees that while CITY or CITY’s officersreleases Lessor from any liability for personal injury, employeesloss of life, agentsproperty damage, or volunteers may elect to do soloss of or interference with business arising in areas of the Demised Premises from any cause or causes whatsoever except for the willful misconduct of Lessor. Lessee acknowledges that since Lessor will not provide any security system for the Demised Premises, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided Lessor cannot be held liable for by this Agreement. As a consequence, CONTRACTOR security therein and hereby waives any right claim against Lessor for a breach of contribution against CITY security. Xxxxxx agrees to give Xxxxxx prompt written notice in case of a fire or any of CITY’s officers, employees, agents, accident in the Demised Premises or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section defects therein upon Xxxxxx becoming aware of the Agreement shall survive the termination of the Agreementsame.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under 15.1 Pursuant to Section 22 hereof725.08, CONTRACTOR Florida Statutes, the CONSULTANT shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s harmless the City, its officers, agents and employees, agents, from and volunteers harmless and free from against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or expensesdamages, to the extent caused by CONSULTANT's, or any persons employed or utilized by the CONSULTANT in the performance of this Agreement or any Work Order, negligent acts, errors or omissions, negligence, recklessness, or intentionally wrongful conduct in the performance of this Agreement. Consultant shall reimburse the City for all its expenses including attorneyreasonable attorneys’ fees and costs incurred, up though and inclusive of any appeals, in and about the defense of any such claim or investigation and for any judgment or damages to the extent caused by CONSULTANT's and/or and of the CONSULTANT’S subconsultant’s feesnegligent acts, errors or omissions, negligence, recklessness, or intentionally wrongful conduct. 15.2 The provisions of this section shall survive termination of this Agreement. Nothing contained herein shall in any way alter or diminish the City’s statutory or common law protections related to Sovereign Immunity. 15.3 Except as otherwise explicitly provided herein, in no event shall either Party, its parents, affiliates and subsidiaries or their respective directors officers or employees be liable to the other for any indirect, incidental, special, consequential or punitive damages whatsoever (including without limitation, loss of revenue, loss of use, or interruption of business) arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In , even if advised of the event possibility of such damages, and 10 CONSULTANT hereby releases CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained and CITY hereby releases CONSULTANT from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementliability.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR i) The Contractor shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY harmless the State of Connecticut and CITY’s its officers, representatives, agents, servants, employees, agents, successors and volunteers harmless assigns from and free from against any and all claimsall: A) claims arising directly or indirectly, in connection with the contract, including the acts of commission or omission (collectively the “Acts”) of the Contractor or Contractor Parties; and B) liabilities, or damages, losses, costs and expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s attorneys’ and other professionals’ fees, arising, directly or indirectly, in connection with Claims, Acts or the contract. XXXXXXXXXX also understands and agrees that it is being employed The Contractor shall use counsel reasonably acceptable to perform the services provided for by State in carrying out its obligations under this Agreement because of CONTRACTOR’s professed expertise and experience in performing such servicescontract. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTORThe Contractor’s obligations under this Section section to indemnify, defend and hold harmless against claims includes claims concerning confidentiality of any part of or all of the Agreement bid or any records, and intellectual property rights, other propriety rights of any person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, articles or appliances furnished or used in the performance of the contract. ii) The Contractor shall reimburse the State for any and all damages to the real or personal property of the State caused by the Acts of the Contractor or any Contractor Parties. The State shall give the Contractor reasonable notice of any such claims. iii) The Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the contract, without being lessened or compromised in any way, even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the Claims and/or where the State is alleged or is found to have contributed to the Acts giving rise to the Claims. iv) The Contractor shall carry and maintain at all times during the term of the contract, and during the time that any provisions survive the term of the contract, sufficient general liability insurance to satisfy its obligations under this contract. The Contractor shall name the State as an additional insured on the policy and shall provide a copy of the policy to the UCHC prior to the effective date of the contract. The Contractor shall not begin performance until the delivery of the policy to the UCHC. v) The rights provided in this section for the benefit of the State shall encompass the recovery of attorneys’ and other professionals’ fees expended in pursuing a Claim against a third party. vi) This section shall survive the termination termination, cancellation or expiration of the Agreementcontract, and shall not be limited by reason of any insurance coverage.

Indemnification/Hold Harmless. As a separate Vendor shall, in addition to any other obligation to indemnify The School Board of Palm Beach County, Florida and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnifyto the fullest extent permitted by law, protect, defend with counsel acceptable to the CITYdefend, indemnify and hold CITY and CITY’s harmless the School Board, its agents, officers, employees, agents, elected officials and volunteers harmless employees from and free from any and against all claims, actions, liabilities, or expenseslosses (including economic losses), including attorney’s fees, costs arising out of any actual or relating to any negligent actalleged; a. bodily injury, negligent omissionsickness, disease or death, or wrongful conductinjury to or destruction of tangible property including the loss of use resulting there from, or any loss, damageother damage or loss arising out of, or injury claimed to have resulted in whole or in part from any actual or alleged negligent act or omission of the vendor, Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or b. violation of law, statute, ordinance, governmental administration order, rule or regulation by Contractor in the performance of the work; or c. liens, claims or actions made by the vendor or any subcontractor or other party performing the work; or d. claims by third parties (including, but not limited to, death Contractor’s employees or subcontractors) based upon an alleged breach by Contractor of any agreement with such third party (e.g., an employment agreement or licensing agreement), or allegation that Contractor’s provision of services to the School Board pursuant to the Contract infringes upon or misappropriates a patent, copyright, trademark, trade secret, or other injury that is sustained from proprietary right of the third party. The indemnification obligations hereunder shall not be limited to any communicable disease)limitation on the amount, related in type of damages, compensation or benefits payable by or for the vendor of any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officerssubcontractor under workers' compensation acts; disability benefit acts, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it other employee benefit acts or any statutory bar. Vendor recognizes the broad nature of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwisethis indemnification and hold harmless article, and all costs incurred voluntarily makes this covenant for good and valuable consideration provided by them the School Board in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform support of this indemnification in accordance with the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section laws of the Agreement shall State of Florida. This article will survive the termination of the Agreementthis Contract.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofa. To the extent permitted by law, CONTRACTOR shall indemnifyContractor agrees to defend, protect, defend with counsel acceptable to the CITY, indemnity and hold CITY Del Paso Manor Water District harmless of and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilitieslosses and liabilities to the extent caused by the negligence, gross negligence, recklessness or willful misconduct of Contractor, students provided by Contractor, or expenses, including attorneyby Contractor’s fees, arising out breach of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In . b. To the event CITY and/or extent permitted by law, Client agrees to defend, indemnify and hold Contractor and its agents, representatives, and employees (Contractor Indemnitees) harmless against any and all claims, losses and liabilities to the extent caused by the negligence, gross negligence, recklessness or willful misconduct of CITYClient or Client’s officers, employees, or authorized agents, or volunteers are named in any lawsuit, or should any claim be made against it or any by Client’s breach of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequenceClient further agrees, CONTRACTOR waives notwithstanding any right indemnification obligation under subsection (a) above, to defend, indemnify and hold any Contractor Indemnitee harmless against any and all claims, losses and liabilities including any incidental, consequential, exemplary, special or punitive damages, including lost profit, regardless of contribution against CITY how characterized, that arise from (1) infringement of any intellectual property right, except with respect to any Intellectual property owned and independently developed by Contractor, (2) the acts or omissions of any Student taken at Client’s direction or Client’s failure to supervise any Student in accordance with its obligations under Scope of CITY’s officers, employees, agentsWork (2), or volunteers arising out General Terms and Conditions (7) use of any vehicle, regardless of ownership, by any Student. c. Unless expressly provided herein, neither party shall be liable for or required to indemnify the other party for any incidental, consequential, exemplary, special or punitive damages including lost profit, regardless of how characterized and even if such party has been advised of possibility of such failure to inspectdamages, review, monitor, which arise from the performance of this Agreement or supervise the work performed by CONTRACTOR pursuant to in connection with this Agreement. CONTRACTOR’s obligations under this Section , and regardless of the Agreement form of action (whether in contract, tort, negligence, strict liability or otherwise). d. The parties agree that this paragraph 2 is the complete agreement between them with respect to any possible indemnification claim, and waive their right to assert any common- law indemnification or contribution claim against the other. The parties each agree to promptly inform the other after its receipt of any claim, demand or notice for which indemnification hereunder may be sought, and to cooperate in the investigation and defense of any such claim, demand or notice, provided, however, that the indemnitee shall survive have the termination right to approve the indemnitor’s selection of the Agreementcounsel, such approval not to be unreasonably withheld.

Indemnification/Hold Harmless. As a separate Consultant shall, in addition to any other obligation to indemnify The School Board of Palm Beach County, Florida and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnifyto the fullest extent permitted by law, protect, defend with counsel acceptable to the CITYdefend, indemnify and hold CITY and CITY’s harmless the School Board, its agents, officers, employees, agents, elected officials and volunteers harmless employees from and free from any and against all claims, actions, liabilities, or expenseslosses (including economic losses), including attorney’s fees, costs arising out of any actual or relating to any negligent actalleged; bodily injury, negligent omissionsickness, disease or death, or wrongful conductinjury to or destruction of tangible property including the loss of use resulting there from, or any loss, damageother damage or loss arising out of, or injury claimed to have resulted in whole or in part from any actual or alleged negligent act or omission of the Consultant, Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by Contractor in the performance of the work; or liens, claims or actions made by the Consultant or any subcontractor or other party performing the work; or claims by third parties (including, but not limited to, death Contractor’s employees or subcontractors) based upon an alleged breach by Contractor of any agreement with such third party (e.g., an employment agreement or licensing agreement), or allegation that Contractor’s provision of services to the School Board pursuant to the Contract infringes upon or misappropriates a patent, copyright, trademark, trade secret, or other injury that is sustained from proprietary right of the third party. The indemnification obligations hereunder shall not be limited to any communicable disease)limitation on the amount, related in type of damages, compensation or benefits payable by or for the Consultant of any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officerssubcontractor under workers' compensation acts; disability benefit acts, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it other employee benefit acts or any statutory bar. Consultant recognizes the broad nature of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwisethis indemnification and hold harmless article, and all costs incurred voluntarily makes this covenant for good and valuable consideration provided by them the School Board in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform support of this indemnification in accordance with the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section laws of the Agreement shall State of Florida. This article will survive the termination of the Agreementthis Contract.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall Each party will indemnify, protectdefend and hold harmless the other from all loss, defend with counsel acceptable liability or claims to the CITYextent same is caused by a negligent or willful act or omission of their respective agents, employees or subcontractors in the performance of this contract. Customer will indemnify, defend, and hold CITY harmless Exhibitions Cargo and CITY’s its officers, directors, employees, agents, affiliates, successors, and volunteers harmless permitted assigns (collectively, “Exhibitions Cargo Indemnitee”) from and free against any and all Losses, arising out of or resulting from any claim of a third party or Exhibitions Cargo Indemnitee arising out of or occurring in connection with any and all claims, liabilities, or expenses, including attorney’s fees, expenses and damages (the “Claims”) arising out of or relating with respect to: 18.1) any discrepancies in packing lists, bills of lading, import entry documents, any other relevant shipment documents, and the actual shipments themselves; Customer’s failure to notify Exhibitions Cargo of any shipments containing Hazardous Materials, and Customer’s failure to comply with all applicable Hazardous Materials laws and regulations. 18.2) any willful misconduct or negligent actacts and omissions of Exhibitions Cargo in providing the Services hereunder; 18.3) Exhibitions Cargo’s acts in accordance with Customer’s instructions 18.4) Customer’s breach of the terms of this Agreement, including a breach of any representation or warranty contained in this Agreement; and 18.5) any violation by Customer of applicable laws or regulations. Customer shall not have a duty of indemnification to the extent that the Claims arise due to the negligent omissionor willful act or omission of Exhibitions Cargo. Customer shall not be liable for any incidental, special, exemplary, consequential, or wrongful conductpunitive damages, whether direct or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defenseindirect, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because loss of CONTRACTOR’s professed expertise and experience in performing such services. In additionincome, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agentsopportunity, or volunteers may elect to do soprofits, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section in excess of the Agreement shall survive the termination limitations of the Agreementliability contained herein, regardless of whether Customer had knowledge that such damages might be incurred.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofa. To the fullest extent allowed by law, CONTRACTOR Contractor shall indemnify, protect, defend with counsel acceptable to the CITYdefend, and hold CITY and CITY’s harmless the Rancho Xxxxxxxx Community College District (District), its officers, employees, agents, and volunteers harmless and free employees (“Indemnitees”) from any and all claims, liabilitiesdemands, or expensessuits, actions, proceedings, loss, cost, and damages of every kind and description, including attorney’s feesfees and/or litigation expenses, which may be brought or made against or incurred on account of breach, or loss of or damage to any property, or for injuries to or death of any person, or financial loss incurred by Indemnitees, caused by, arising out of, or contributed to, in whole or in part, by reasons of or relating to any negligent act, negligent omission, or wrongful conductprofessional error, fault, mistake, or any lossnegligence of Contractor, damageits employees, agents, representatives, or injury (includingsubcontractors, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, their employees, agents, or volunteers are named representatives in any lawsuitconnection with or incident to the performance of the Agreement, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent actWorkers Compensation claims, negligent omission, wrongful conductUnemployment Compensation claims, or Unemployment Disability Compensation claims of employees of Contractor and/or its subcontractors of claims under similar such laws and obligations. Contractor’s obligation under this provision shall not extend to any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from liability caused by the sole negligence of the District. Such indemnification shall specifically include infringement claims made against any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred intellectual property supplied by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands Contractor and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations third party infringement under this Section of the Agreement shall survive the termination of the Agreement. b. Contractor’s defense obligations (with counsel approved by District), shall arise immediately upon tender of any of the Indemnitees, and the defense shall be paid at Contractor’s own cost, expense and risk, for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against any of the Indemnitees, notwithstanding whether liability is, can be or has yet been established.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofForeFront Power agrees that the following provisions shall apply to all construction related claims. Additionally, CONTRACTOR ForeFront Power shall include the following indemnity language in the EPC Contract, substituting “ForeFront Power” for “EPC Contractor”: To the furthest extent permitted by California law, ForeFront Power shall defend, indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s harmless the District, its trustees, members, agents, representatives, officers, employees, agentsconsultants, inspectors, and volunteers harmless and free (the “indemnified parties”) from any and all Losses (the “claims”) of any kind, liabilitiesnature, and description, directly or indirectly arising from personal or bodily injuries, death, property damage, or expenses, including attorney’s feesother cause, arising out of of, connected with, or relating to resulting from any negligent act, negligent omission, or wrongful conduct, breach connected with or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained arising from any communicable disease), related in any way to CONTRACTOR’s the performance of its services pursuant the Work. The District shall have the right to this Agreementaccept or reject any legal representation that ForeFront Power proposes to defend the District. In the event CITY and/or This indemnification, defense, and hold harmless obligation includes any failure or alleged failure by ForeFront Power to comply with any provision of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease)law, any sums paid out failure or alleged failure to timely and properly fulfill all of its obligations under the Contract in settlement or otherwisestrict accordance with their terms, and all costs incurred by them in their defensewithout limitation, any stop payment notice actions or liens, including but not limited to attorney’s feesliens by the California Department of Labor Standards Enforcement. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTORForeFront Power’s obligations under this Section hereunder are binding upon ForeFront Power’s Performance Bond surety and these obligations shall survive notwithstanding completion of the Agreement shall survive Work or the termination of the AgreementContract. In any and all claims against any of the indemnified parties by any employee of ForeFront Power, the EPC Contractor or any Subcontractor or Sub-Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, ForeFront Power’s indemnification obligations herein shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for ForeFront Power, the EPC Contractor or any Subcontractor or Sub-Subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s 's obligations under Section 22 21 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s 's officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s 's fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), conduct related in any way to CONTRACTOR’s 's performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s 's officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, or wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s 's fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s 's professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s 's officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s 's officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR’s 's obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. As a separate You agree to indemnify and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITYhold SheMogul Media, and hold CITY and CITY’s its owners, officers, employees, vendors, agents, and volunteers employees, associates, suppliers, and/or partners (together the “Indemnified Parties”), harmless and free from any and all claims, losses, damages, liabilities, or expenses, including attorney’s fees, arising out of your use or relating to misuse of the Site or our Services in violation of these Terms, violation of the rights of any negligent act, negligent omission, other person or wrongful conductentity, or any lossbreach of the foregoing representations, damagewarranties, or injury and covenants. Indemnified Parties each reserve the right, at their own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify such and you agree to cooperate with such defense of these claims. Specifically, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (including, but not limited to, death or other injury that is sustained from any communicable diseaseINCLUDING LEGAL FEES), related in any way to CONTRACTOR’s performance of its services pursuant to this AgreementAND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL PROCEEDING TO THE EXTENT ARISING FROM OR ANY ACT OR OMISSION OF OR BY YOU IN RELATION TO PRODUCTS, SERVICES, USER CONTENT, OR YOUR BREACH OF THESE TERMS. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s Your indemnification obligations under this Section are contingent upon: (a) the relevant Indemnified Party/Parties providing you with prompt written notice of such claim (except that your indemnification obligations shall not be limited except to the extent they would be prejudiced by a delay); (b) the relevant Indemnified Party/Parties providing reasonable cooperation to you, at your expense, in the defense and settlement of such claim; and (c) you having sole authority to defend or settle such claim, provided, however, you shall obtain the relevant Indemnified Party/Parties’ written consent prior to entering any settlement which admits guilt or culpability on the part of the Agreement shall survive relevant Indemnified Party/Parties or requires the termination of the Agreementrelevant Indemnified Party/Parties to take any action (such consent not to be unreasonably withheld).

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall The Developer hereby agrees to indemnify, protectdefend, defend with counsel acceptable to the CITYpay on behalf of, and hold CITY harmless the City, its elected and CITY’s appointed officials, officers, employees, agents, representatives and volunteers harmless and free each of them from and against any and all claimssuits, actions, legal or administrative proceedings, claims demands, damages, liabilities, or expensesinterest, including attorney’s fees, costs, and expenses of whatsoever kind or nature whether arising out before, during or after completion of work hereunder and in any manner directly or relating indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any negligent act, negligent omission, or wrongful conductfault, or any lossnegligence, damagewhether active or passive, of the Developer or injury (includingof anyone acting under its direction or control or on its behalf even if liability is also sought to be imposed on the City, but not limited toits elected officials and appointed officials, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend, pay on behalf of and hold harmless the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers and each of them shall be applicable unless liability results from the sole negligence of the City, or its elected and appointed officials, officers, employees, agents, representatives and volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers are named in by an employee of the Developer, any lawsuitsubcontractor, or should any claim be made against it or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by lawsuit any limitation on the amount or type of damages, compensation, or benefits payable by or for the Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise arising out reduce any other right or obligation of or relating indemnity that would otherwise exist as to such negligent actthe City, negligent omissionits elected and appointed officials, wrongful conductofficers, employees, agents,representatives and volunteers under this or any lossother contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, damageits elected and appointed officials, or injury (includingofficers, but not limited toemployees , death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them agents ,representatives and volunteers for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all legal expenses and costs incurred by each of them in their defenseconnection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. In the event that Developer employs other persons, firms, corporations or entities (sub-contractor) as part of the work covered by this Agreement, it shall be the Developer’s responsibility to require and confirm that each sub-contractor enters into an Indemnity Agreement in favor of the City, it’s elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to attorney’s feesthose found in Wisconsin Statute S. 893.80. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement This indemnity provisions shall survive the termination or expiration of the this Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofLessee shall, CONTRACTOR shall to the fullest extent permitted by law, indemnify, protectdefend, defend with counsel acceptable to the CITY, protect and hold CITY and CITY’s harmless Lessor, its employees, officers, employeesdirectors and partners from and against any claims, agentsdemands, and volunteers harmless and free from any and all claimsdebts, causes of action, injury, liabilities, losses, damages, costs, expenses (including actual attorneys’ fees), awards, court costs, penalties, fines or expensesjudgments (“Claims”), including attorney’s feesresulting from, relating to or arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance a) the use of its services the subject Venue pursuant to this Agreement, (b) breach of the obligations of the Lessee under this Agreement. In the event CITY and/or any of CITY’s officersThe above notwithstanding, employees, agents, or volunteers are named in any lawsuit, or should any claim (a) Lessee shall not be made against it or any of them by lawsuit or otherwise arising out of or relating obligated to such negligent act, negligent omission, wrongful conductindemnify Lessor, or any lossother enumerated indemnitee, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent actClaim found by a court of competent jurisdiction, negligent omissionon the merits of any litigation, wrongful actto have been caused by the sole negligence or willful misconduct of the Lessor, or any lossother enumerated indemnitee, damageand (b) Lessee’s indemnity obligations shall not be construed to negate, abridge or injury (includingotherwise reduce any other right or obligation of indemnity which would otherwise exist under this Agreement or under the law. Lessee further understands, but not limited toagrees, death and acknowledges, that if any Claim is asserted against Lessor, by reason of any services provided by Lessee under this Agreement, giving rise to a duty to defend, whether suit is filed or other injury that not, Lessor shall have the immediate right to elect, in Lessor ’s sole and absolute discretion, whether to contest such Claim, and Lessee shall be required to perform the obligations of Lessee, as set forth above in this paragraph regardless of whether Lessor elects to contest such Claim. If Lessor decides to contest such Claim, Lessor shall have the right to select it’s own counsel and to control is sustained from own defense, and Lessee shall bear the cost of such defense and otherwise defending such Claim. Lessor shall have the right, at its option, upon notice to Lessee, to tender its defense to Lessee and to approve or disapprove such counsel as Lessee deems necessary to represent Lessor in connection with any communicable disease), any sums paid out in settlement or otherwiseClaim being the subject of indemnity, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands fees and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out expenses of such failure to inspect, review, monitor, or supervise defense shall be the work performed by CONTRACTOR pursuant to this Agreementsole responsibility of Lessee. CONTRACTOR’s obligations under this Section of the Agreement This indemnity provision shall survive the termination or expiration of this Agreement, and shall not be limited in any way by the Agreementamount or type of insurance obtained by anyone whatsoever.

Indemnification/Hold Harmless. As a separate Vendor shall, in addition to any other obligation to indemnify The Berwick Area School District and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnifyto the fullest extent permitted by law, protect, defend with counsel acceptable to the CITYdefend, indemnify and hold CITY and CITY’s harmless the School Board, its agents, officers, employees, agents, elected officials and volunteers harmless employees from and free from any and against all claims, actions, liabilities, or expenseslosses (including economic losses), including attorney’s fees, costs arising out of any actual or relating to any negligent actalleged; a. bodily injury, negligent omissionsickness, disease or death, or wrongful conductinjury to or destruction of tangible property including the loss of use resulting there from, or any loss, damageother damage or loss arising out of, or injury claimed to have resulted in whole or in part from any actual or alleged negligent act or omission of the vendor, Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or b. violation of law, statute, ordinance, governmental administration order, rule or regulation by Contractor in the performance of the work; or c. liens, claims or actions made by the vendor or any subcontractor or other party performing the work; or d. claims by third parties (including, but not limited to, death Contractor’s employees or subcontractors) based upon an alleged breach by Contractor of any agreement with such third party (e.g., an employment agreement or licensing agreement), or allegation that Contractor’s provision of services to the School Board pursuant to the Contract infringes upon or misappropriates a patent, copyright, trademark, trade secret, or other injury that is sustained from proprietary right of the third party. The indemnification obligations hereunder shall not be limited to any communicable disease)limitation on the amount, related in type of damages, compensation or benefits payable by or for the vendor of any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officerssubcontractor under workers' compensation acts; disability benefit acts, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it other employee benefit acts or any statutory bar. Vendor recognizes the broad nature of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwisethis indemnification and hold harmless article, and all costs incurred voluntarily makes this covenant for good and valuable consideration provided by them the School Board in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform support of this indemnification in accordance with the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section laws of the Agreement shall State of Florida. This article will survive the termination of the Agreementthis Contract.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 21 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.