Common use of Indemnification; Release Clause in Contracts

Indemnification; Release. 8.1 Consultant agrees to take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company's property) during the term of this Agreement and shall indemnify and hold Company and its officers, agents, directors and employees harmless against all claims, losses, expenses (including reasonable attorney's fees) and injuries to person or property (including death) resulting in any way, from any act, omission or negligence on the part of Consultant in the performance or failure to fulfill any Services under this Agreement. 8.2 Consultant warrants that he has or will have good and marketable title to all Work Product assigned by Consultant to Company pursuant to the provisions of this Agreement. Consultant further warrants that the Work Product and Background Technology shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties of any right, title or interest in or to the Work Product or Background Technology arising out of any trade secret, copyright, trademark, patent, or other intellectual property right. Consultant shall indemnify, defend and hold harmless Company and its customers from any and all liability, loss, cost, damage, judgment or expense (including reasonable attorney's fees) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in this Section 5. In the event of such a breach or claim, Consultant shall, at no additional cost to Company, at the Company's option, either (a) replace or modify the Work Product or Background Technology, as the case may be, with functionally equivalent and conforming Work Product or Background Technology or (b) obtain for Company the right to continue using the Work Product or Background Technology, and in all other respects use his best efforts to remedy the breach. Notwithstanding anything else in this Section 8 to the contrary, Consultant shall have no liability under this Section 5 for any Deliverable created in accordance with detailed and specific design instructions furnished to Consultant by Company. 8.3 Should Company permit Consultant to use any of Company's equipment, tools or facilities during the term of this Agreement, such permission shall be gratuitous and Consultant shall indemnify and hold harmless Company and its officers, directors, agents and employees, from and against any claim, loss, expense or judgment for injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Company in permitting its use.

Indemnification; Release. 8.1 Consultant Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of CompanyABC Corp.) or damage to property (including Company's ABC Corp. property) during the term of this Agreement and shall indemnify and hold Company harmless ABC Corp. and its officers, agents, directors and employees harmless against all claimsany claim, lossesloss, expenses judgment, expense (including reasonable attorney's feesattorneys’ and expert witnesses’ fees and costs) and injuries injury to person or property (including death) resulting in any way, way from any act, omission or negligence on the part of Consultant Contractor in the performance or failure to fulfill any Services perform the scope of work under this Agreement. 8.2 Consultant , excepting only those losses which are due solely and directly to ABC Corp.’s gross negligence. Contractor warrants that he it has or will have good and marketable title to all Work Product assigned of the inventions, Information, material, or work product made, created, conceived, written, invented or provided by Consultant to Company Contractor pursuant to the provisions of this AgreementAgreement (“Work Product”). Consultant Contractor further warrants that the Work Product and Background Technology shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties of any right, title or interest in or to the Work Product or Background Technology arising out of any trade secret, copyright, trademark, copyright or patent, or other intellectual property right. Consultant Contractor shall indemnify, defend and hold harmless Company ABC Corp. and its officers, agents, directors, employees, and customers from and against any and all liabilityclaim, loss, cost, damage, judgment or expense (including reasonable attorney's feesattorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or parties which are based upon, upon or are the result of any breach of the warranties contained in this Section 54. In the event of such a breach or claimthreatened breach of the foregoing warranty, Consultant Contractor shall, at no additional cost to CompanyABC Corp., at the Company's option, either (a) replace or modify the Work Product or Background Technology, as the case may be, with a functionally equivalent and conforming Work Product or Background Technology or (b) Product, obtain for Company ABC Corp. the right to continue using the Work Product or Background Technologyand, and in all other respects respects, use his its best efforts to remedy the breach. Notwithstanding anything else in this Section 8 to the contrary, Consultant Contractor shall have no liability under this Section 5 4 for any Deliverable Product created in accordance with detailed and specific design instructions furnished provided to Consultant Contractor by Company. 8.3 ABC Corp. Should Company ABC Corp. permit Consultant Contractor to use any of Company's ABC Corp.’s equipment, tools or facilities during the term of this Agreement, such permission shall will be gratuitous and Consultant Contractor shall indemnify and hold harmless Company ABC Corp. and its officers, agents, directors, agents and employees, employees from and against any claim, loss, judgment, expense or judgment for (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Company ABC Corp. in permitting its use.

Indemnification; Release. 8.1 Consultant Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of CompanyReliant) or damage to property (including Company's Reliant’s property) during the term of this Agreement and shall indemnify and hold Company harmless Reliant and its officers, agents, directors and employees harmless against all claimsany claim, lossesloss, expenses judgment, expense (including reasonable attorney's feesattorneys’ and expert witnesses’ fees and costs) and injuries injury to person or property (including death) resulting in any way, way from any act, omission or negligence on the part of Consultant Contractor in the performance or failure to fulfill any Services perform the scope of work under this Agreement. 8.2 Consultant , excepting only those losses which are due solely and directly to Reliant’s gross negligence. Contractor warrants that he it has or will have good and marketable title to all Work Product assigned of the inventions, Information, material, or work product made, created, conceived, written, invented or provided by Consultant to Company Contractor pursuant to the provisions of this AgreementAgreement (“Work Product”). Consultant Contractor further warrants that the Work Product and Background Technology shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties of any right, title or interest in or to the Work Product or Background Technology arising out of any trade secret, copyright, trademark, copyright or patent, or other intellectual property right. Consultant Contractor shall indemnify, defend and hold harmless Company Reliant and its officers, agents, directors, employees, and customers from and against any and all liabilityclaim, loss, cost, damage, judgment or expense (including reasonable attorney's feesattorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or parties which are based upon, upon or are the result of any breach of the warranties contained in this Section 54. In the event of such a breach or claimthreatened breach of the foregoing warranty, Consultant Contractor shall, at no additional cost to CompanyReliant, at the Company's option, either (a) replace or modify the Work Product or Background Technology, as the case may be, with a functionally equivalent and conforming Work Product or Background Technology or (b) Product, obtain for Company Reliant the right to continue using the Work Product or Background Technologyand, and in all other respects respects, use his its best efforts to remedy the breach. Notwithstanding anything else in this Section 8 to the contrary, Consultant Contractor shall have no liability under this Section 5 4 for any Deliverable Product created in accordance with detailed and specific design instructions furnished provided to Consultant Contractor by Company. 8.3 Reliant. Should Company Reliant permit Consultant Contractor to use any of Company's Reliant’s equipment, tools or facilities during the term of this Agreement, such permission shall will be gratuitous and Consultant Contractor shall indemnify and hold harmless Company Reliant and its officers, agents, directors, agents and employees, employees from and against any claim, loss, judgment, expense or judgment for (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Company Reliant in permitting its use.

Indemnification; Release. 8.1 (a) Consultant agrees to take all necessary reasonable precautions to prevent injury to any persons (including employees of CompanyATS) or damage to ATS's property (including Companywhile at ATS's property) during the term of this Agreement and work site. Consultant shall indemnify and hold Company ATS and its officers, agents, directors directors, and employees harmless against all claims, losses, expenses (including reasonable attorney's fees) ), and injuries to person or property (including death) resulting in any way, from any act, omission or negligence on the part of Consultant in the performance or failure to fulfill any Services perform the Scope of Work under this Agreement, excepting only those losses which are due solely and directly to ATS's negligence. 8.2 (b) Consultant warrants that he he/she has or will have good and marketable title to all Work Product assigned work products made, created, conceived, written, invented, or provided by Consultant to Company pursuant to ATS while fulfilling the provisions requirements of the Work Statement of this Agreement. Consultant further warrants that the Work Product and Background Technology work product created for ATS shall be free and clear of all liens, claims, encumbrances encumbrances, or demands of third parties, including any claims by any such third parties of any right, title title, or interest in or to the Work Product or Background Technology work product arising out of any trade secret, copyright, trademark, or patent, or other intellectual property right. Consultant shall indemnify, defend defend, and hold harmless Company ATS and its customers from any and all liability, loss, costcosts, damage, judgment judgment, or expense (including reasonable attorney's fees) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in this Section 5section (b). In the event of such a breach or claimof warranty, Consultant shall, at no additional cost to CompanyATS, at the Company's option, either (a) replace or modify the Work Product or Background Technology, as the case may be, work product with a functionally equivalent and conforming Work Product or Background Technology or (b) work product, obtain for Company ATS the right to continue using the Work Product or Background Technology, work product and in all other respects use his its best efforts to remedy the breach. Notwithstanding anything else in this Section 8 to the contrary, Consultant shall have no liability under this Section 5 section for any Deliverable work product created in accordance with detailed and specific design instructions furnished to Consultant created by CompanyATS. 8.3 (c) Should Company ATS permit Consultant to use any of CompanyATS's equipment, tools tools, or facilities during the term of this Agreement, such permission shall will be gratuitous and Consultant shall indemnify and hold harmless Company and its officers, directors, agents and employees, from and against any claim, loss, expense or judgment for injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Company in permitting its usegratuitous.

Indemnification; Release. 8.1 Consultant agrees to take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company's property) during the term of this Agreement and shall indemnify and hold Company and its officers, agents, directors and employees harmless against all claims, losses, expenses (including reasonable attorney's fees) and injuries to person or property (including death) resulting in any way, from any act, omission or negligence on the part of Consultant in the performance or failure to fulfill any Services under this Agreement. 8.2 Consultant Contractor warrants that he it has or will have good and marketable title to all Work Product assigned of the inventions, information, material, or work product made, created, conceived, written, invented or provided by Consultant to Company Contractor pursuant to the provisions of this AgreementAgreement (“Work Product”). Consultant Contractor further warrants that the Work Product and Background Technology shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties of any right, title or interest in or to the Work Product or Background Technology arising out of any trade secret, copyright, trademark, patent, copyright or other intellectual property rightpatent or otherwise. Consultant Contractor shall indemnify, defend and hold harmless Company Pro-Pharmaceuticals and its officers, agents, directors, employees, and customers from and against any and all liabilityclaim, loss, cost, damage, judgment or expense (including reasonable attorney's feesattorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or parties which are based upon, upon or are the result of any breach of the warranties contained in this Section 56. In the event of such a breach or claimthreatened breach of the foregoing warranty, Consultant Contractor shall, at no additional cost to CompanyPro-Pharmaceuticals, at the Company's option, either (a) replace or modify the Work Product or Background Technology, as the case may be, with functionally equivalent and conforming Work Product or Background Technology or (b) Product, obtain for Company Pro-Pharmaceuticals the right to continue using the Work Product or Background Technologyand, and in all other respects respects, use his its best efforts to remedy the breach. Notwithstanding anything else in this Section 8 to the contrary, Consultant Contractor shall have no liability under this Section 5 6 for any Deliverable Work Product created in accordance with detailed and specific design instructions furnished provided to Consultant Contractor by Company. 8.3 Pro-Pharmaceuticals. Should Company Pro-Pharmaceuticals permit Consultant Contractor to use any of Company's Pro-Pharmaceuticals’ equipment, tools or facilities during the term of this Agreement, such permission shall will be gratuitous and Consultant Contractor shall indemnify and hold harmless Company Pro-Pharmaceuticals and its officers, agents, directors, agents and employees, employees from and against any claim, loss, judgment, expense or judgment for (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Company Pro-Pharmaceuticals in permitting its use.