Common use of Indemnity Clause in Contracts

Indemnity. A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.

Indemnity. A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMGRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT NEGLIGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the ContractGrant Agreement. 10.2 Intellectual Property ▇▇▇▇▇▇▇ SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: i. THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; ii. ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR iii. SYSTEM AND/OR USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM UNDER THE GRANT AGREEMENT.

Indemnity. A. THE FOLLOWING APPLIES TO GRANTEES THAT ARE NOT GOVERNMENTAL ENTITIES. 1. GRANTEE SHALL WILL DEFEND, INDEMNIFY INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, ITS OFFICERS AND EMPLOYEES, REPRESENTATIVESAND DFPS AND ITS OFFICERS AND EMPLOYEES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND AGAINST ALL LIABILITYCLAIMS, ACTIONS, CLAIMSSUITS, DEMANDS, OR SUITSPROCEEDINGS, COSTS, DAMAGES, AND ALL RELATED LIABILITIES, INCLUDING ATTORNEYS’ FEES AND COURT COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM FROM: a. ▇▇▇▇▇▇▇'S PERFORMANCE UNDER THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERSGRANTEE, OR SUPPLIERS ANY AGENT, EMPLOYEE, SUBGRANTEE, OR SUPPLIER OF SUBCONTRACTORS THE GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF THE GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THE THIS CONTRACT; b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, OR RULE OF CONTRACT AND BY c. EMPLOYMENT OR ALLEGED EMPLOYMENT DISCRIMINATION, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS; OR d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY PURCHASE ORDERS ISSUED UNDER THE RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. 2. NOTHING IN THIS CONTRACT WILL BE CONSTRUED AS A WAIVER OF DFPS’S SOVEREIGN IMMUNITY. 3. IF DFPS IS A NAMED DEFENDANT IN ANY SUIT INVOLVING THIS CONTRACT. , THE DEFENSE SHALL WILL BE COORDINATED BY THE GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY MAY NOT AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. B. SETTLEMENT REGARDING SUITS INVOLVING THIS PARAGRAPH CONTRACT IF DFPS IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS A NAMED DEFENDANT WITHOUT FIRST OBTAINING THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS CONCURRENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEESTEXAS ATTORNEY GENERAL. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.

Indemnity. A. GRANTEE Acts/Omissions. PROVIDER, TO THE EXTENT ALLOWED BY LAW, SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCYTHE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE PROVIDER OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE PROVIDER AND SYSTEM AGENCY AGREE TO THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.*

Indemnity. A. GRANTEE 12.1 SEE ARTICLE 3 OF THE UNIFORM GENERAL CONDITIONS FOR CONSTRUCTION CONTRACTS FOR CONTRACTOR’S GENERAL INDEMNIFICATION OBLIGATIONS. 12.2 CONTRACTOR SHALL DEFENDPROTECT AND INDEMNIFY THE OWNER FROM AND AGAINST ALL CLAIMS, INDEMNIFY DAMAGES, JUDGMENTS AND HOLD HARMLESS LOSSES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY UNITED STATES PATENT OR COPYRIGHT THAT ARISE OUT OF ANY OF THE STATE WORK PERFORMED BY THE CONTRACTOR OR THE USE BY CONTRACTOR, OR BY OWNER AT THE DIRECTION OF TEXAS CONTRACTOR, OF ANY ARTICLE OR MATERIAL. UPON BECOMING AWARE OF A SUIT OR THREAT OF SUIT FOR PATENT OR COPYRIGHT INFRINGEMENT, OWNER SHALL PROMPTLY NOTIFY CONTRACTOR AND SYSTEM AGENCY, ANDCONTRACTOR SHALL BE GIVEN FULL OPPORTUNITY TO NEGOTIATE A SETTLEMENT. CONTRACTOR DOES NOT WARRANT AGAINST INFRINGEMENT BY REASON OF OWNER'S OR A/E’S DESIGN OF ARTICLES OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/USE IN COMBINATION WITH OTHER MATERIALS OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OPERATION OF ANY PROCESS. IN THE CONTRACT EVENT OF LITIGATION, OWNER AGREES TO COOPERATE REASONABLY WITH CONTRACTOR AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE PARTIES SHALL BE COORDINATED BY GRANTEE ENTITLED, IN CONNECTION WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMLITIGATION, TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES12.3 The indemnities contained herein shall survive the termination of this Contract for any reason whatsoever. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.

Indemnity. A. GRANTEE SHALL DEFENDCOMPANY AGREES TO INDEMNIFY, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITSHARMLESS, AND ALL RELATED COSTS, ATTORNEY FEES, DEFEND THE CITY FROM AND EXPENSES AGAINST LIABILITY FOR ANY CLAIMS FOR DAMAGES ARISING OUT OF THE COMPANY'S WORK AND ACTIVITIES CONDUCTED IN CONNECTION WITH THIS AGREEMENT. COMPANY IS AN INDEPENDENT CONTRACTOR AND IS NOT, WITH RESPECT TO ITS ACTS OR RESULTING FROM ANY OMISSIONS, AN AGENT OR EMPLOYEE OF THE CITY. COMPANY MUST AT ALL TIMES EXERCISE REASONABLE PRECAUTIONS ON BEHALF OF, AND BE SOLELY RESPONSIBLE FOR, THE SAFETY OF COMPANY’S EMPLOYEES WHILE IN THE VICINITY WHERE THE WORK IS BEING DONE. THE CITY IS NOT LIABLE OR RESPONSIBLE FOR THE NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS OF GRANTEE COMPANY OR COMPANY’S EMPLOYEES. THE CITY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR DAMAGES WHICH ARE DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO PREMISE DEFECTS. THE CITY AND COMPANY MUST PROVIDE THE OTHER PROMPT AND TIMELY NOTICE OF ANY COVERED EVENT WHICH IN ANY WAY AFFECTS OR MIGHT AFFECT THE COMPANY OR CITY. THE CITY HAS THE RIGHT TO COMPROMISE AND DEFEND THE SAME TO THE EXTENT OF ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN OWN INTERESTS. THE EXECUTION OR PERFORMANCE INDEMNITY OBLIGATIONS HEREIN SHALL SURVIVE THE TERMINATION OF THE CONTRACT AGREEMENT FOR ANY REASON AND ANY PURCHASE ORDERS ISSUED UNDER SHALL SURVIVE THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH THE OFFICE COMPLETION OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMWORK. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.

Indemnity. A. GRANTEE SHALL DEFEND, 17.1. YOU WILL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS KEEP INDEMNIFIED DNA MARKETS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, ITS EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEESCORPORATE AUTHORISED REPRESENTATIVES OR AGENTS FROM AND AGAINST ANY COST, AND/OR DESIGNEES FROM ANY AND ALL LIABILITYEXPENSE, ACTIONSCLAIM, CLAIMSACTION, DEMANDSSUIT, LOSS, DAMAGE, OR SUITSOTHER AMOUNTS WHATSOEVER ARISING OUT OF ANY DEFAULT, WHETHER BY ACT OR OMISSION, OF YOU UNDER THIS CLIENT AGREEMENT OR ANYTHING LAWFULLY DONE BY DNA MARKETS IN ACCORDANCE WITH THIS CLIENT AGREEMENT OR BY REASON OF DNA MARKETS COMPLYING WITH ANY DIRECTION, REQUEST OR REQUIREMENT OF AN EXCHANGE OR ITS CLEARING HOUSE OR OTHER REGULATORY AUTHORITY. 17.2. DNA MARKETS WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY DELAY OR ERROR IN THE TRANSMISSION OR EXECUTION OF ANY DEALING BY IT UNDER THIS CLIENT AGREEMENT CAUSED BY YOU OR ANY OTHER THIRD PARTY, INCLUDING BUT NOT LIMITED TO: TRADING FLOOR OR EXCHANGE SYSTEM OPERATIONAL FAILURE OR ACTION, BANK DELAY, POSTAL DELAY, FAILURE OR DELAY OF ANY FAX OR ELECTRONIC TRANSMISSION OR DELAY CAUSED BY ACCIDENT, EMERGENCY, OR AN ACT OF GOD. 17.3. NO WARRANTY IS PROVIDED BY DNA MARKETS IN RELATION TO INFORMATION OR ADVICE SOURCED FROM THIRD PARTIES, AND ALL RELATED COSTS, ATTORNEY FEES, INFORMATION PROVIDED BY DNA MARKETS TO YOU IS FOR YOUR PRIVATE USE AND EXPENSES IS NOT TO BE COMMUNICATED TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF DNA MARKETS. 17.4. DNA MARKETS MAKES NO REPRESENTATION OR WARRANTY AS TO THE RESULTS OF DEALING IN THE CFDS AND WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS SUFFERED OR INCURRED BY YOU ARISING OUT OF OR RESULTING FROM IN CONNECTION WITH ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTSGENERAL ADVICE, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERSFORECAST, OR SUPPLIERS OPINION GIVEN TO YOU IN RELATION TO PRICE MOVEMENTS OR POSITIONS OR TO THE LIKELY PROFITABILITY OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE ANY TRANSACTION. 17.5. THESE INDEMNITIES WILL SURVIVE ANY TERMINATION OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED CLIENT RELATIONSHIP UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMTHIS CLIENT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.

Indemnity. A. GRANTEE Acts/Omissions. PROVIDER, TO THE EXTENT ALLOWED BY LAW, SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCYTHE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE PROVIDER OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE PROVIDER AND SYSTEM AGENCY AGREE TO THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. B. THIS CLAIM.*THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED CONSTRUTED TO REQUIRE GRANTEE RESPONDENT TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT NEGLIGENT ACTS OR OMISSIONS OMMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.

Indemnity. A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.Contract.‌

Indemnity. A. GRANTEE PROVIDER SHALL INDEMNIFY, DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS TEXAS, THE GLO, AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR AND DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, DAMAGE, OR SUITS, SUITS AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE PROVIDER OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUBCONTRACTORS’ SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. PROVIDER MUST COORDINATE ITS DEFENSE WITH THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH GLO AND THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE OR OTHER GLO LEGAL COUNSEL IF THE GLO IS A NAMED DEFENDANTS DEFENDANT IN ANY LAWSUIT AND GRANTEE ARISING OUT OF THE EXECUTION OR PERFORMANCE OF THE CONTRACT. PROVIDER MAY NOT AGREE TO SETTLE ANY SETTLEMENT SUCH LAWSUIT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OF THE OFFICE OF THE TEXAS ATTORNEY GENERALGENERAL OR OTHER GLO LEGAL COUNSEL. GRANTEE AND SYSTEM AGENCY AGREE TO THE PARTIES MUST FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH ACTION, CLAIM, DEMAND, OR SUIT DESCRIBED HEREIN. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract.