INDEMNIFICATION OF BUSINESS ASSOCIATE Sample Clauses

INDEMNIFICATION OF BUSINESS ASSOCIATE. COVERED ENTITY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS BUSINESS ASSOCIATE AND ITS DIRECTORS, OFFICERS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, ARISING OUT OF: (I) ANY NON PERMITTED USE OR DISCLOSURE OF COVERED ENTITY’S PROTECTED HEALTH INFORMATION BY COVERED ENTITY OR ANY SUBCONTRACTOR OR AGENT UNDER COVERED ENTITY’S CONTROL (OTHER THAN THE BUSINESS ASSOCIATE), OR
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INDEMNIFICATION OF BUSINESS ASSOCIATE. Covered Entity shall be liable for and agree to indemnify the Business Associate for any and all claims, costs and expenses arising from or out of any alleged negligent act or omission of Covered Entity, its agents or employees, in performance of its obligations under this BAA.
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INDEMNIFICATION OF BUSINESS ASSOCIATE. Covered Entity agrees to indemnify and hold harmless Business Associate from and against all claims, demands, liabilities, judgments, or causes of action of any nature for any relief, elements of recovery or damages recognized by law (including, without limitation, attorney’s fees, defense costs, and equitable relief), for any damage or loss incurred by Business Associate arising out of, resulting from, or attributable to any action or inaction of Business Associate taken or not taken by Business Associate in reliance on or compliance with any written instructions, authorizations, approvals, or other information provided to Business Associate by the Covered Entity. Business Associate is solely responsible for its compliance with HIPAA, the HIPAA Rules, the HITECH Act, and the Privacy Rule, and this Agreement is not a written instruction, authorization, or approval of conduct by Business Associate.
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INDEMNIFICATION OF BUSINESS ASSOCIATE. COVERED ENTITY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS BUSINESS ASSOCIATE AND ITS DIRECTORS, OFFICERS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, ARISING OUT OF: (I) ANY NON PERMITTED USE OR DISCLOSURE OF COVERED ENTITY’S PROTECTED HEALTH INFORMATION BY COVERED ENTITY OR ANY SUBCONTRACTOR OR AGENT UNDER COVERED ENTITY’S CONTROL (OTHER THAN THE BUSINESS ASSOCIATE), OR (II) ANY BREACH OF THIS AGREEMENT BY COVERED ENTITY OR ANY SUBCONTRACTOR OR AGENT UNDER COVERED ENTITY’S CONTROL (OTHER THAN THE BUSINESS ASSOCIATE). THIS INDEMNITY OBLIGATIONS APPLIES WHETHER OR NOT (I) OR (II) HEREIN IS CAUSED OR CONTRIBUTED TO BY THE CONCURRENT OR CONTRIBUTING FAULT OR NEGLIGENCE OF BUSINESS ASSOCIATE, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS. (TO BE INITIALED BY THE PARTIES)
Sample 1
INDEMNIFICATION OF BUSINESS ASSOCIATE. COVERED ENTITY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS BUSINESS ASSOCIATE AND ITS DIRECTORS, OFFICERS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, ARISING OUT OF: (I) ANY NON PERMITTED USE OR DISCLOSURE OF COVERED ENTITY’S PROTECTED HEALTH INFORMATION BY COVERED ENTITY OR ANY SUBCONTRACTOR OR AGENT UNDER COVERED ENTITY’S CONTROL (OTHER THAN THE BUSINESS ASSOCIATE), OR (II) ANY BREACH OF THIS AGREEMENT BY COVERED ENTITY OR ANY SUBCONTRACTOR OR AGENT UNDER COVERED ENTITY’S CONTROL (OTHER THAN THE BUSINESS ASSOCIATE). THIS INDEMNITY OBLIGATIONS APPLIES WHETHER OR NOT (I) OR
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INDEMNIFICATION OF BUSINESS ASSOCIATE. Prime Subcontractor will defend, hold harmless and indemnify Business Associate and Covered Entity against any and all third party claims brought against Business Associate or Covered Entity (including related liabilities, damages, judgments, costs and expenses, reasonable attorney’s fees and costs) asserted against, imposed upon or incurred by Business Associate or Covered Entity that arises out of, or in connection with, Prime Subcontractor’s default under or failure to perform any contractual or other obligation, commitment or undertaking under this Agreement, or the negligence of Prime Subcontractor or its Subcontractors, employees, agents or representatives in the discharge of its or their responsibilities or any other act or omission of Prime Subcontractor or its Subcontractors, employees, agents or representatives. This provision will survive termination of the Agreement with respect to any claim, action, or proceeding by a third party that relates to acts or omissions occurring during the term of this Agreement.
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Related to INDEMNIFICATION OF BUSINESS ASSOCIATE

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree (Yes) Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes Does Vendor agree? Yes, Vendor agrees (Yes) No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees (Yes)

  • Limitation of Liability Indemnification (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the [SERIES] Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • Indemnification Related to Confidentiality of Materials The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.

  • Indemnification; Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

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