Independent Contractor; Indemnification. Subrecipient is an independent contractor for all purposes under this Agreement, and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform the work under this Agreement, including but not limited to PERS contributions, workers compensation, unemployment taxes and state and federal income tax withholdings. Subrecipient shall have sole control and supervision over the manner in which the Project is performed, subject only to consistency with the terms of this Agreement, and shall be responsible for determining the appropriate means and manner of executing the Project. Neither Subrecipient, nor its officers, directors, employees, subcontractors or volunteers, are officers, employees or agents of TriMet as those terms are used in ORS 30.265. Neither Subrecipient, nor its directors, officers, employees, subcontractors or volunteers, shall hold themselves out either explicitly or implicitly as officers, employees or agents of TriMet for any purpose whatsoever. Nothing in this Agreement shall be deemed to create a partnership, franchise or joint venture between the parties. The parties agree that TriMet shall have no liability of any nature in connection with the Subrecipient’s use of the funds. To the fullest extent permitted by law, Subrecipient agrees to fully indemnify, hold harmless and defend, TriMet, its directors, officers, employees and agents from and against all claims, suits, actions of whatsoever nature, damages or losses, and all expenses and costs incidental to the investigation and defense thereof including reasonable attorney’s fees, resulting from or arising solely out of the activities of Subrecipient, its officers, directors, employees, agents, subcontractors and volunteers under this Agreement. The provisions set forth in this subparagraph (B) shall survive termination or expiration of this Agreement. The following section applies to any claim not arising solely out of the negligence of Subrecipient as described in this Section 6(B): If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against TriMet or City with respect to which the other Party may have liability, the notified Party must promptly notify the other Party in writing of the Third Party Claim and deliver to the other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Each Pa...
Independent Contractor; Indemnification. In the performance of this Agreement, the Recipient shall act as an independent contractor, and not as an employee of the County or its designated Agent. The Recipient shall indemnify, defend, and hold harmless Escambia County, its subsidiaries or affiliates, elected and appointed officials, employees, volunteers, representatives and agents from any and all claims, suits, actions, damages, liability and expenses in connection with the loss of life, bodily or personal injury, property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the performance of this Agreement. The Recipient’s obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance.
Independent Contractor; Indemnification. 15 14. Enforcement............................................................ 16
Independent Contractor; Indemnification. Consultant agrees to indemnify and hold harmless YETI and its members, managers, directors, officers, employees and affiliates from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant’s assistants, employees or agents; (ii) a determination by a court or agency that the Consultant is not an independent contractor; (iii) any breach by the Consultant or Consultant’s assistants, employees or agents of any of the covenants contained in this Agreement; (iv) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations; or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from YETI’s use of the work product of Consultant under this Agreement.
Independent Contractor; Indemnification. Consultant agrees to indemnify and hold harmless the Company and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant’s assistants, employees or agents; (ii) a determination by a court or agency that the Consultant is not an independent contractor; (iii) any breach by the Consultant or Consultant’s assistants, employees or agents of any of the covenants contained in this Agreement; (iv) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations; or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the work product of Consultant under this Agreement.
Independent Contractor; Indemnification. Contractor shall, and shall require that all subcontractors are contractually obligated to, indemnify, defend and hold Indemnitees harmless from and against all Claims: (i) asserted by or on behalf of any individual performing work under this Order alleging that, in connection with such work, he or she is entitled to participate in any Indemnitee’s employee benefit plans, programs, policies or practices which may now or in the future be in effect, including, without limitation, any pension, retirement, 401(k), profit sharing, stock option, bonus, incentive compensation, life insurance, health insurance, vacation, holiday, or separation payment plan; and
Independent Contractor; Indemnification. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT THE DEPARTMENT IS CONTRACTING WITH THE DEVELOPMENT OWNER AS AN INDEPENDENT CONTRACTOR, AND THAT DEVELOPMENT OWNER, AS SUCH, AGREES TO HOLD HARMLESS AND TO INDEMNIFY THE DEPARTMENT AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS AND CAUSES OF ACTION OF EVERY KIND AND NATURE WHICH MAY BE ASSERTED BY ANY THIRD-PARTY IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY INCIDENT TO THE SERVICES PERFORMED BY THE DEVELOPMENT OWNER UNDER THIS AGREEMENT.
Independent Contractor; Indemnification. (a) It is expressly agreed by the Parties hereto that each is at all times acting and performing hereunder as an independent contractor and not as agent for the other, and that no act of commission or omission of either Party hereto shall be construed to make or render the other Party its principal, agent, joint venturer or associate, except to the extent specified herein.
(b) Each Party shall indemnify, defend and hold the other Party and its directors, officers, employees and agents harmless from and against all damages, losses and reasonable out-of-pocket expenses (including fees) incurred by such Party in the course of performing the duties prescribed hereby, except for damages, losses and out-of-pocket expenses incurred as a result of any willful misconduct or gross negligence of any director, officer, employee or agent of the other Party.
(c) Neither Party assumes any responsibility under this Agreement other than to render the Services called for under this Agreement in good faith and shall have no liability to the other Party, except for gross negligence or willful misconduct. Each Party's sole remedy on account of the failure of the other to render the Services as and when required hereunder shall be to procure services elsewhere.
Independent Contractor; Indemnification. (a) It is expressly agreed by the parties hereto that each is at all times acting and performing hereunder as an independent contractor and not as agent for the other, and that no act of commission or omission of either party hereto shall be construed to make or render the other party its principal, agent, partner, joint venturer or associate, except to the extent specified herein.
(b) The Company and its Affiliates shall indemnify, defend and hold CRI and its directors, officers, and employees harmless from and against all damages, losses and out-of-pocket expenses (including reasonable attorney's fees) incurred by them in the course of performing the duties prescribed hereby, except for matters covered by Paragraph 5(c) below.
(c) CRI shall indemnify, defend and hold the Company and its Affiliates, and their respective directors, officers, partners and employees harmless from and against all damages, losses and out-of-pocket expenses (including reasonable attorneys' fees) caused by or arising out of any willful misconduct or gross negligence in the performance of any obligation or agreement of CRI herein.
(d) Except as otherwise provided in Paragraph 5(c), CRI does not assume any responsibility under this Agreement other than to render the services called for under this Agreement in accordance with the terms hereof and in good faith. The Company and its Affiliates shall have no recourse against CRI on account of the failure of CRI to render the services as and when required hereunder except as set forth in Paragraph 5(c) above.
Independent Contractor; Indemnification. The parties expressly understand and agree that Reseller is an independent contractor in the performance of each and every part of this Agreement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection and for any and all claims, liabilities, damages, taxes or debts of any type whatsoever that may arise on account of and will indemnify Elisity and its parents and subsidiaries, and each of their directors, officers and employees from any loss, damage, settlement, attorney fees and other expenses relating to any allegation concerning Reseller's activities, or those of its employees or agents, in connection with this Agreement.
