Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. a. The Contractor shall indemnify, defend and hold harmless the State and its officers, representatives, agents, servants, employees, successors and assigns from and against any and all (1) 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 (2) liabilities, damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals' fees, arising, directly or indirectly, in connection with Claims, Acts or the Contract. The Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this section. The Contractor’s obligations under this section to indemnify, defend and hold harmless against Claims includes Claims concerning confidentiality of any part of or all of the Contractor’s bid, proposal or any Records, any intellectual property rights, other proprietary 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. b. The Contractor shall not be responsible for indemnifying or holding the State harmless from any liability arising due to the negligence of the State or any third party acting under the direct control or supervision of the State. c. 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. d. 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.

Indemnification; Insurance. a. The Contractor shall Except for discovery or identification of existing Liabilities or conditions, Purchaser agrees to indemnify, defend protect, defend, and hold harmless the State Seller, its Affiliates, and its and its Affiliates’ respective partners, trustees, beneficiaries, shareholders, members, managers, officers, representatives, agents, servantsdirectors, employees, successors advisors, and assigns other agents (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities, demands, actions, causes of action, suits, claims, losses, damages, costs, and expenses (1including, without limitation, reasonable attorneys’ fees, court costs, and litigation expenses) Claims arising, directly suffered or indirectly, incurred by any of the Indemnified Parties as a result of or in connection with the Contract, including the acts of commission or omission (collectively, the "Acts") Purchaser’s inspection of the Contractor Property (including activities of any of Purchaser’s employees, consultants, contractors, or Contractor Parties; and (2) liabilities, damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals' fees, arising, directly or indirectly, in connection with Claims, Acts or the Contract. The Contractor shall use counsel reasonably acceptable agents relating to the State Property), including, without limitation, mechanics’ liens, damage to the Property, or injury to persons or property resulting from such activities. If the Property is disturbed or altered in carrying out any material respect as a result of such activities, Purchaser shall promptly restore the Property to its obligations under condition existing prior to the commencement of such activities which disturb or alter the Property. Notwithstanding anything to the contrary contained in this section. The Contractor’s obligations under this section to indemnifyAgreement, defend and hold harmless against Claims includes Claims concerning confidentiality of any part of or all of the Contractor’s bid, proposal or any Records, any intellectual property rights, other proprietary 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. b. The Contractor Purchaser shall not be responsible for indemnifying or holding obligated with respect to any Liabilities asserted by any Indemnified Party as described herein arising out of Purchaser’s activities at or on the State harmless from any liability arising due Property to the negligence of the State extent that such Liabilities were caused by or any third party acting under the direct control resulted from actions, conditions or supervision of the State. c. The Contractor shall reimburse the State for any and all damages events that occurred or existed prior to the real date that Purchaser entered onto the Property. Furthermore, prior to entering onto the Property for the purpose of performing any inspection or personal property of the State caused testing, Purchaser agrees to deliver to Seller (or cause its contractor or agent to deliver to Seller) evidence that Seller (or such contractor or agent) maintains sufficient insurance as reasonably determined by the Acts of the Contractor or any Contractor PartiesSeller that will benefit Seller, Owner, Manager and their Affiliates. The State provisions of this Section 4.05 shall give survive the Contractor reasonable notice Closing or termination of any such Claimsthis Agreement. d. 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.

Indemnification; Insurance. a. Section 12.01 The Contractor Licensee shall indemnify, defend indemnify and hold harmless the State Licensor and its Affiliates, and their respective directors, officers, representativesmembers, managers, employees, agents, servants, employeesrepresentatives, successors and assigns (herein referred to, collectively, as the “Indemnified Parties”), and each of them, from and against all damages, costs, expenses, interest (including prejudgment interest), losses, claims, demands, liabilities, deficiencies and/or obligations, including, without limitation, reasonable fees and disbursements of counsel (herein referred to, collectively, as “Damages”), which the Indemnified Parties, or any and all (1) Claims arisingof them, may incur resulting, directly or indirectly, wholly or partly by reason of: (a) the breach of any representation, warranty, covenant, agreement or obligation to have been performed hereunder by the Licensee, or any of its Affiliates; or (b) the Licensee’s, any of its sublicensee’s, or any of its Affiliate’s use of the Licensed IP or sale of any Licensed Products after the Effective Date. Section 12.02 If the facts that give rise to any indemnification hereunder shall involve any actual or threatened claim or demand (herein referred to as a “Third-Party Claim”) by any Person (including, without limitation any tax authority or other Governmental Body) other than a party hereto, its Affiliates, or their respective successors or assigns, notice thereof shall be given by the Indemnified Party to the Licensee no later than ten (10) days after the Indemnified Party shall have received written notice thereof from the third party making such Third Party Claim; provided, however, that if the Third-Party Claim is in the form of a pleading requiring an answer, such notice shall be given at least seven (7) Business Days prior to the due date of the answer or other response to the pleading; provided, further, however, that failure to give such notice shall not affect the indemnification provided hereunder. Thereafter, the Indemnified Parties shall deliver to the Licensee copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. Section 12.03 The Licensee shall have thirty (30) days from receipt of the notice provided by the Indemnified Party pursuant to Section 12.02 immediately preceding to provide the Indemnified Party with notice that it wishes to assume the defense of the Third-Party Claim, in which event the Indemnified Party shall have the right to participate in the defense at its own expense, including, without limitation, the right at its expense to employ counsel separate from counsel employed by the Licensee, except that such counsel shall be at the expense of the Licensee if (a) the Indemnified Parties are required to retain separate counsel due to a conflict of interest with the Licensee, or (b) the Licensee fails to act diligently in defending such action. In no event shall the Licensee be responsible for the fees and expenses of more than one firm of lead counsel and, to the extent required, one local counsel, representing all Indemnified Parties. Section 12.04 If the Licensee chooses to defend a Third-Party Claim, the Indemnified Parties shall cooperate in the defense thereof. Such cooperation shall include the retention and the provision to the Licensee assuming the defense of records and information which are reasonably relevant to such Third-Party Claim and making relevant employees or agents reasonably available during normal business hours on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Licensee assumes the defense of a Third-Party Claim, each Indemnified Party shall agree to any settlement, compromise or discharge of such Third-Party Claim that the Licensee assuming the defense may recommend and that by its terms obligates the Licensee (a) to pay the full amount of the liability in connection with such Third-Party Claim; (b) releases the Contract, including the acts of commission or omission (collectively, the "Acts") of the Contractor or Contractor PartiesIndemnified Party completely in connection with such Third-Party Claim; and (2c) liabilitieswould not otherwise adversely affect the Indemnified Party. Section 12.05 In the event any Indemnified Party should have a claim against the Licensee under this Article XII that does not involve a Third-Party Claim, damagesthe Indemnified Party shall deliver notice of such claim with reasonable promptness to the Licensee, lossestogether with its request forthwith for payment subject to the provisions of this License Agreement; provided, costs however, that, the failure by any Indemnified Party so to notify the Licensee shall not relieve the Licensee from any liability that it may have to such Indemnified Party under this Article XII except to the extent that the Licensee demonstrates that it has been materially prejudiced by such failure. Section 12.06 Licensee shall, at all times during the Term and expensesfor five (5) years thereafter, including but obtain and maintain at its own expense the following types of insurance, with limits of liability not limited toless than those specified below: (a) Commercial general liability insurance against claims for bodily injury and property damage which shall include contractual coverage and product liability coverage, attorneys' with limits of not less than $10,000,000 per occurrence and other professionals' fees$20,000,000 in the aggregate; provided, arisingthat Licensee’s obligation to obtain and maintain the insurance coverage described under this Section 12.06(a) shall not commence until sixty (60) days prior to the commencement of (i) a human clinical study for any Licensed Product, directly or indirectly(ii) the sale or transfer of any Licensed Product, whichever occurs first; provided, further, that Licensee shall deliver to Licensor certificates of insurance evidencing the insurance coverage described in connection with Claimsthis Section 12.06(a) at least sixty (60) days prior to the commencement of a human clinical study for any Licensed Product and the sale or transfer of any Licensed Product, Acts or the Contractand upon reasonable request thereafter. The Contractor Licensor shall use counsel reasonably acceptable be named as an additional insured; and (b) Workers compensation and employers’ liability with limits to comply with the State statutory requirements of the state(s) in carrying out its obligations under this sectionwhich the License Agreement is to be performed. The Contractor’s obligations under policy shall include employers’ liability for not less than $5,000,000 per accident. Licensee shall deliver certificates of insurance evidencing coverage to Licensor promptly after the execution of this section to indemnify, defend License Agreement and hold harmless against Claims includes Claims concerning confidentiality of any part of or all of the Contractor’s bid, proposal or any Records, any intellectual property rights, other proprietary 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. b. The Contractor upon reasonable request thereafter. All policies provided for herein shall expressly provide that such policies shall not be responsible for indemnifying cancelled, terminated or holding the State harmless from any liability arising due altered without at least thirty (30) days prior written notice to the negligence of Licensee, and Licensee shall immediately notify the State Licensor in the event that a policy provided for herein is cancelled, terminated or any third party acting under the direct control or supervision of the Statealtered. c. 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. d. 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.

Indemnification; Insurance. a. The Contractor Consultant shall indemnify, defend protect, defend, and hold harmless the State City, the City's representatives, and its their respective officers, representativesdirectors, agentselected and appointed officers, servantsofficials, partners, employees, successors and assigns agents (“City Indemnitees”) from and against any and all (1) Claims arisingliability, directly or indirectlyclaims, in connection with the Contract, including the acts of commission or omission (collectively, the "Acts") of the Contractor or Contractor Parties; and (2) liabilitiesdemands, damages, losses, liens, causes of action, suits, judgments, fines, penalties, costs and expensesexpenses (including, including but not limited towithout limitation, attorneys' reasonable attorney fees and other professionals' feescosts of defense ), arising, directly or indirectly, in connection with Claims, Acts or the Contract. The Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this section. The Contractor’s obligations under this section to indemnify, defend and hold harmless against Claims includes Claims concerning confidentiality of any part of nature, kind, or all of the Contractor’s biddescription claimed, proposal asserted, or any Records, any intellectual property rights, other proprietary rights of prosecuted by any person or entityentity whomsoever, copyrighted to the extent caused by: (i) the negligent, acts, errors, or uncopyrighted compositionsomissions, secret processesby Consultant, patented its agents, partners, employees and sub-consultants, anyone directly or unpatented inventionsindirectly employed by them or anyone for whose acts they may be liable, articles or appliances furnished (ii) the material breach of this Agreement, except to the extent that any claims or used damages are caused by the negligence, willful misconduct or material breach of this Contract by the City Indemnitees. This indemnity obligation shall survive the termination or expiration of this Agreement, but shall not otherwise extend any applicable statute of limitations or statute of repose. This indemnity obligation shall be in addition to, and not in lieu of, any and all other liability which the Performance. b. The Contractor Consultant has or may have to any party indemnified hereunder or to third parties as a matter of law. Consultant's obligations hereunder shall not be responsible for indemnifying or holding the State harmless from limited by any liability arising due to the negligence of the State or any third party acting under the direct control or supervision of the State. c. The Contractor shall reimburse the State for any and all damages to the real or personal property of the State caused insurance coverage required by the Acts of the Contractor or any Contractor Partiesthis Agreement. The State Consultant shall give the Contractor reasonable within ten (10) days after notice of any such Claims. d. The Contractor’s duties under this section shall remain fully in effect and binding award submit proof of insurance in accordance with the terms specifications set forth in RFP 18-O. The requirements contained herein, as well as City's review or acceptance of insurance maintained by Consultant are not intended to and conditions of the Contract, without being lessened or compromised shall not in any way, even where manner limit or qualify 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 Claimsliabilities and obligations assumed by Consultant under this Agreement.