Common use of LIABILITIES AND INDEMNIFICATION Clause in Contracts

LIABILITIES AND INDEMNIFICATION. VENDOR agrees to protect, indemnify, hold harmless and defend PURCHASER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees of PURCHASER, its subsidiaries and related companies, from and against all losses, damages (including but not limited to punitive) demands, claims, suits, and other liabilities, including attorneys’ fees and other expenses of litigation, related to (i) bodily injury, including death at any time resulting therefrom and (ii) damages to all property, including loss of use thereof and downtime, which either directly or indirectly result from or occur in connection with (a) VENDOR’s manufacture, packaging, labeling, storage, delivery, unloading, handling or possession of the goods, or (b) VENDOR and its employees’, workers’, agents’ and servants’ presence on PURCHASER’s premises, and, in the case of either (a) or (b), are caused by or alleged to have been caused by any act, omission, breach or duty, or default, defects in design, workmanship, materials, failure to conform to samples, if any, (irrespective of whether liability is based on negligence, strict liability, breach of expressed or implied warranty or other breach of duty) of VENDOR or any of its employees, workers, agents or servants unless same shall be due to PURCHASER’s sole negligence. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth in the immediately preceding sentence shall not be negated or reduced by virtue of the existence of any negligence or alleged negligence of PURCHASER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees thereof, active or passive, concurrent or non-current with that of others, including VENDOR, its employees, workers, agents and servants. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth herein shall not be negated or reduced by virtue of VENDOR’s insurance carriers denial of insurance coverage for the occurrence or event which is the subject matter of the claim and/or refusal to defend PURCHASER.

LIABILITIES AND INDEMNIFICATION. VENDOR agrees to protect, indemnify, hold harmless and defend PURCHASER, its subsidiaries and related companies, and the each of their officers, directors, employees, workers, agents, servants, and invitees of PURCHASER, its subsidiaries and related companies, (“PURCHASER Indemnitees”) from and against all losses, damages (including but not limited to punitive) damages, demands, claims, suits, and other liabilities, including reasonable attorneys’ fees and other expenses of litigationlitigation for any claims, related to (i) including claims for bodily injury, including death at any time resulting therefrom therefrom, and (ii) claims for damages to all property, including loss of use thereof and downtime, (“Claims”) which either directly or indirectly result from or occur in connection with (a) VENDOR’s manufacture, packaging, labeling, storage, delivery, unloading, handling or possession of the goodsgoods or services, or (b) VENDOR and its employees’, workers’, agents’ and servants’ presence on PURCHASER’s premisespremises or any performance of the services required hereunder, and, in the case of either (a) or (b), are caused by or alleged to have been caused by any act, omission, breach or duty, or default, defects in design, workmanship, materials, or failure to conform to samples, if any, (irrespective of whether liability is based on negligence, strict liability, breach of expressed or implied warranty or other breach of duty) , of VENDOR or any of its employees, workers, agents or servants unless same shall be due to PURCHASER’s sole negligence. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth in the immediately preceding sentence shall not be negated or reduced by virtue of the existence of any negligence or alleged negligence of PURCHASER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees thereofPURCHASER Indemnitees, active or passive, concurrent or non-current with that of others, including VENDOR, its employees, workers, agents and servants. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth herein shall not be negated or reduced by virtue of VENDOR’s insurance carriers denial of insurance coverage for the occurrence or event which is the subject matter of the claim and/or refusal to defend PURCHASER Indemnitees. Further, VENDOR shall indemnify, hold harmless and defend PURCHASER Indemnitees from and against all losses, damages, demands, claims, suits and other liabilities, including reasonable attorneys’ fees and other expenses of litigation, based upon a claim that any goods sold hereunder constitute an infringement of any existing patent, copyright, contractual or proprietary rights, or that PURCHASER’s use of VENDOR’s trademark on or in connection with the goods constitutes an infringement of an existing third party trademark. The provisions of this section shall survive the expiration or termination of this Purchase Order.

LIABILITIES AND INDEMNIFICATION. VENDOR agrees to protect, indemnify, hold harmless and defend PURCHASER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees of PURCHASER, its subsidiaries and related companies, from and against all losses, damages (including but not limited to punitive) demands, claims, suits, and other liabilities, including attorneys’ fees and other expenses of litigation, related to (i) bodily injury, including death at any time resulting therefrom and (ii) damages to all property, including loss of use thereof and downtime, which either directly or indirectly result from or occur in connection with (a) VENDOR’s manufacture, packaging, labeling, storage, delivery, unloading, handling or possession of the goods, or (b) VENDOR and its employees’, workers’, agents’ and servants’ presence on PURCHASER’s premises, and, in the case of either (a) or (b), are caused by or alleged to have been caused by any act, omission, breach or duty, or default, defects in design, workmanship, materials, failure to conform to samples, if any, (irrespective of whether liability is based on negligence, strict liability, breach of expressed or implied warranty or other breach of duty) of VENDOR or any of its employees, workers, agents or servants unless same shall be due to PURCHASER’s sole negligence. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth in the immediately preceding sentence shall not be negated or reduced by virtue of the existence of any negligence or alleged negligence of PURCHASERPURCHA SER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees thereoft hereof, active or passive, concurrent or non-current with that of others, including VENDOR, its employees, workers, agents and servants. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth herein shall not be negated or reduced by virtue of VENDOR’s insurance carriers denial of insurance coverage for the occurrence or event which is the subject matter of the claim and/or refusal to defend PURCHASER.

LIABILITIES AND INDEMNIFICATION. VENDOR agrees to protect, indemnify, hold harmless and defend PURCHASER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees of PURCHASER, its subsidiaries and related companies, from and against all losses, damages (including but not limited to punitive) demands, claims, suits, and other liabilities, including attorneys’ fees and other expenses of litigation, related to (i) bodily injury, including death at any time resulting therefrom and (ii) damages to all property, including loss of use thereof and downtime, which either directly or indirectly result from or occur in connection with (a) VENDORVEN DOR’s manufacture, packaging, labeling, storage, delivery, unloading, handling or possession of the goods, or (b) VENDOR and its employees’, workers’, agents’ and servants’ presence on PURCHASERP URCHASER’s premises, and, in the case of either (a) or (b), are caused by or alleged to have been caused by any act, omission, breach or duty, or default, defects in design, workmanship, materials, failure to conform to samples, if any, (irrespective of whether liability is based on negligence, strict liability, breach of expressed or implied warranty or other breach of duty) of VENDOR or any of its employees, workers, agents or servants unless same shall be due to PURCHASER’s sole negligence. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth in the immediately preceding sentence shall not be negated or reduced by virtue of the existence of any negligence or alleged negligence of PURCHASERPURCHA SER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees thereoft hereof, active or passive, concurrent or non-current with that of others, including VENDOR, its employees, workers, agents and servants. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth herein shall not be negated or reduced by virtue of VENDOR’s insurance carriers denial of insurance coverage for the occurrence or event which is the subject matter of the claim and/or refusal to defend PURCHASER.