Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. Each Party will indemnify, defend, and hold the other Party harmless from any claim, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premises.

Appears in 5 contracts

Samples: Eviews Academic Volume License Program Agreement, Eviews Academic Volume License Program Agreement, Eviews Academic Volume License Program Agreement

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Mutual Indemnification. Each Party will indemnifyshall defend indemnify and hold harmless the other Party, defendincluding Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and hold the other Party harmless from any claimall associated Losses, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its out of (a) a Party’s gross negligence or willful misconduct on either Party’s premisesin performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Appears in 5 contracts

Samples: Agreement to Terminate Cla (Kempharm, Inc), Agreement to Terminate Cla (Aquestive Therapeutics, Inc.), Agreement to Terminate Cla (Kempharm, Inc)

Mutual Indemnification. Each Party will shall indemnify, defend, defend and hold the other Party harmless from any claim, demands, all liabilities, suitscosts and expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or expenses become subject to as a result any misrepresentation or breach of any kind for personal injury warranty, covenant or damage to tangible property to agreement of the extent arising from its indemnifying Party contained herein or the indemnifying Party's gross negligence or willful misconduct on either Party’s premisesin performance of its obligations under this Agreement.

Appears in 3 contracts

Samples: Ethanol Purchase Agreement (Southwest Iowa Renewable Energy, LLC), Distillers Grain Purchase Agreement (Southwest Iowa Renewable Energy, LLC), Marketing Agreement (Nedak Ethanol, LLC)

Mutual Indemnification. Each Party will agrees to indemnify, defend, defend and hold harmless the other Party harmless and its Affiliates, subsidiaries, members, officers, directors, employees, and agents from and against any claimand all claims, demands, liabilitiescosts, suitsdamages, or expenses settlements and liabilities (including all reasonable attorneys' fees and court costs) of any kind for personal whatsoever, arising directly or indirectly out of claims regarding injury to third persons or damage to tangible Third Party property to the extent arising from based upon its negligence or willful misconduct on either Party’s premisesviolation of applicable law.

Appears in 3 contracts

Samples: Joint Development and Supply Agreement, Joint Development and Supply Agreement (A123 Systems, Inc.), Joint Development and Supply Agreement (A123 Systems Inc)

Mutual Indemnification. Each Party will indemnify, defend, and hold the other Party harmless from any claim, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either Partyparty’s premises.

Appears in 3 contracts

Samples: License Agreement, Saas and Services Agreement, Service Terms and Conditions

Mutual Indemnification. Each Party will indemnify, of the Parties shall defend, indemnify and hold harmless the other Party harmless from any claim, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property against all Claims by a Third Party to the extent arising that they arise out of any material breach by the first Party of any of its representations, warranties or obligations under this Agreement or from its negligence or willful misconduct on either the first Party’s premisesfraud or wilful misconduct (including such Party’s officers, directors, employees or agents).

Appears in 3 contracts

Samples: License Agreement (Zogenix, Inc.), License Agreement (Zogenix Inc), License Agreement (Zogenix Inc)

Mutual Indemnification. Each Party will shall indemnify, defend, defend and hold the other Party harmless from any claim, demands, all liabilities, suitscosts and expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or expenses become subject to as a result any misrepresentation or breach of any kind for personal injury warranty, covenant or damage to tangible property to agreement of the extent arising from its indemnifying Party contained herein or the indemnifying Party’s gross negligence or willful misconduct on either Party’s premisesin performance of its obligations under this Agreement.

Appears in 2 contracts

Samples: Administrative Services Agreement (Prometheum, Inc.), Corn Oil Agency Agreement (Southwest Iowa Renewable Energy, LLC)

Mutual Indemnification. Each Party will party agrees to indemnify, defend, hold harmless and hold defend the other Party harmless party from and against any claim, demandsaction, liabilitiesloss, suitsliability, expense, demand, damage or judgment, including costs and attorneys’ fees, which arises as a result of or in connection with (i) any actions by a party or any of such party’s agents, employees, consultants or representatives, including a breach of this Agreement, or expenses (ii) a party's use or misuse of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premisesinformation obtained in connection with this Agreement.

Appears in 2 contracts

Samples: Participation Agreement, Participation Agreement

Mutual Indemnification. Each Party will indemnifyAdditionally, defendeach party shall indemnify the other party and its directors, officers, employees and agents, and hold the other Party harmless defend and save each of them harmless, from and against any claim, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent and all Losses arising from its negligence or occurring as a result of (a) a breach by such party of this Agreement or (b) any grossly negligent act or omission or the willful misconduct on either Party’s premisesof such party.

Appears in 2 contracts

Samples: Exclusive Patent License Agreement, Exclusive Patent License Agreement (Ligand Pharmaceuticals Inc)

Mutual Indemnification. Each Party will party agrees to indemnify, defend, hold harmless and hold defend the other Party harmless party from and against any claim, demandsaction, liabilitiesloss, suitsliability, expense, demand, damage or judgment, including costs and attorneys’ fees, which arises as a result of or in connection with (i) any actions by a party or any of such party’s agents, employees, consultants or representatives, including a breach of this Agreement, or expenses (ii) a party's use or misuse of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premisesinformation obtained in connection with this Agreement.

Appears in 2 contracts

Samples: Participation Agreement, Participation Agreement

Mutual Indemnification. Each Party will indemnify, defend, defend and hold the other Party and its assignees, agents, officers and employees harmless from and against any claimclaims, demandssuits, proceedings, costs, liabilities, suitsexpenses (including court costs and reasonable legal fees), or expenses of any kind for damages (“Claims”) to real or tangible personal property and/or bodily injury or damage to tangible property to the extent arising persons, including death, resulting from its or its employees’, Clients’ or agents’ negligence or willful misconduct on either Party’s premisesarising from or related to this Agreement.

Appears in 2 contracts

Samples: Reseller Agreement (SecureWorks Corp), Reseller Agreement (SecureWorks Holding Corp)

Mutual Indemnification. Each Party will indemnify, shall defend, hold harmless and hold indemnify the other Party harmless from and against any claim, demands, liabilities, suits, or expenses of any kind and all Liabilities in connection with claims for personal injury of either Party’s employees or damage to tangible property contractors, to the extent arising such Liabilities result from its the gross negligence or willful intentional misconduct on either of the indemnifying Party’s premises, its employees, contractors or invitees in connection with this Agreement.

Appears in 1 contract

Samples: Subscription Services Agreement

Mutual Indemnification. Each Party will shall indemnify, defend, and hold the harmless each and every other Party harmless Party, its officers, agents and employees from any claim, demands, liabilities, all suits, claims or expenses liabilities of any kind nature, including attorney fees, costs and expenses, for personal injury or damage to tangible on account of injuries or damages sustained by any person or property to the extent arising resulting from acts or omissions of said Party, its negligence agents or willful misconduct on either Party’s premisesemployees in connection with performance under this Agreement.

Appears in 1 contract

Samples: Interlocal Cooperation Agreement

Mutual Indemnification. Each Party will indemnify, defend, and hold harmless the other Party harmless (and applicable Indemnified Parties) from and against any claimand all damages, obligations, judgments, liabilities, fines, penalties, losses, claims, actions, demands, liabilitieslawsuits, suitscosts, and expenses including, reasonable attorneys' fees, that arise out of or relate to any negligence, intentional misconduct, or expenses fraud of the Indemnifying Party or the Indemnifying Party's breach of any kind for personal injury representation, warranty, or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premisescovenant in this Agreement.

Appears in 1 contract

Samples: Affiliate Agreement

Mutual Indemnification. Each Party will indemnify, party agrees to defend, indemnify and hold the other Party Party, its officers, directors, agents, employees, affiliates, successors and assigns harmless from any claim, demandsfor all losses, liabilities, suitsclaims and expenses whatsoever, including attorneys’ fees, arising out of any act or omission of the indemnifying Party (including its agents, employees, Students and other affiliated persons and representatives) relating to, arising out of, or expenses of any kind for personal injury or damage in connection with this Agreement and the services to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premisesbe provided hereunder.

Appears in 1 contract

Samples: Affiliation Agreement

Mutual Indemnification. Each Party will party shall indemnify, defenddefend and hold harmless the other party, and hold each of the other Party harmless party’s respective officers, directors, employees, agents, successors and assigns against all Losses arising out of or resulting from any third party claim, demandssuit, liabilities, suits, action or expenses other proceeding related to or arising out of or resulting from the other party’s breach of any kind for personal injury representation, warranty, covenant or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premisesobligation under this Agreement (each an “Action”).

Appears in 1 contract

Samples: Patent and Know How License Agreement (C-Bond Systems, Inc)

Mutual Indemnification. Each Party will indemnify, defend, shall and does hereby expressly agree to mutually indemnify and hold harmless the other Party harmless from and its officers, directors, shareholders, employees, parent and affiliates against any claim, demands, and all liabilities, suitscosts and expenses (including, without limitation, all court costs and attorneys’ fees) arising out of or expenses of any kind for personal injury or damage to tangible property related to the extent arising from its negligence or willful misconduct on either indemnifying Party’s premisesacts or omissions in the performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Consulting Agreement (Mississippi Power Co)

Mutual Indemnification. Each Party will agrees to indemnify, defend, defend and hold the any other Party harmless from and against any and all liability, suits, actions, claims, demands, losses, damages, deficiencies, costs, obligations, and expenses, including without limitation attorneys’ fees and all amounts paid in settlement of any claim, demands, liabilities, suitsaction, or expenses suit, incurred as the result of any kind for personal injury breach by the indemnifying Party of any representation, warranty, agreement or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premisesrelease contained in this Agreement.

Appears in 1 contract

Samples: Refund Agreement

Mutual Indemnification. Each Party will indemnify, defend, shall indemnify and hold the other Party Party, its Affiliates and their respective officers, directors, agents and employees harmless from and against any claim, demands, liabilities, suits, Claims against them arising or expenses of any kind for personal injury or damage to tangible property to resulting from the extent arising from its negligence or willful misconduct on either or breach of this Agreement by such Party’s premises; except in each case to the extent such Claims result from the negligence or willful misconduct or breach of this Agreement by such other Party.

Appears in 1 contract

Samples: Collaboration and License Agreement (Immunome Inc.)

Mutual Indemnification. Each Party will party shall indemnify, defendhold harmless and defend the other and its affiliates, and hold the other Party harmless their respective officers, directors, members, shareholders, employees, contractors, representatives, agents, successors and assigns (collectively, “Indemnified Party”) from and against any claim, demandsand all claims, liabilities, suitslosses, damages, expenses and costs (including, without limitation. Reasonable attorney’s fees) (collectively, “Claims”) arising out of a breach of the representations or expenses warranties or any other term of any kind for personal injury or damage to tangible property to this Agreement by the extent arising from its negligence or willful misconduct on either Party’s premisesindemnifying party.

Appears in 1 contract

Samples: Affiliate Marketing Agreement

Mutual Indemnification. Each Party will indemnify, defend, defend and hold the other Party and its officers, directors, employees, agents, and affiliates harmless from and against any claimthird party claims, demands, suits, proceedings, costs, liabilities, suitsexpenses (including court costs and reasonable legal fees), or expenses of any kind for third party damages ("Claims") to real or tangible personal property and/or bodily injury or damage to tangible property to the extent arising persons, including death, resulting from its or its employees' or agents' gross negligence or willful misconduct on either Party’s premisesarising from or related to this Agreement.

Appears in 1 contract

Samples: Cloud Purchasing Program Agreement

Mutual Indemnification. Each Party will shall indemnify, defend, defend and hold the other Party harmless from any claim, demands, all liabilities, suitscosts and expenses (including, without limitation, attorney’s fees) that such Party may suffer, sustain or expenses become subject to as a result any misrepresentation or breach of any kind for personal injury warranty, covenant or damage to tangible property to agreement of the extent arising from its indemnifying Party contained herein or the indemnifying Party’s gross negligence or willful misconduct on either Party’s premisesin performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Ethanol Purchase Agreement (Southwest Iowa Renewable Energy, LLC)

Mutual Indemnification. Each Party will indemnifyshall defend indemnify and hold harmless the other Party, defendincluding Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and hold the other Party harmless from any claimall associated Losses, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its out of (a) a Party's gross negligence or willful misconduct on either Party’s premisesin performing any of its obligations under this Agreement ,or (b) a material breach by a Party of any of its representations.

Appears in 1 contract

Samples: Contractual Agreement

Mutual Indemnification. Each Party will agrees to indemnify, defend, exonerate and hold the other Party and its Shareholders, officers, directors, employees and agents (each an “Indemnitee”) free and harmless from and against any claimand all third party claims brought against them, demandsand any and all damages suffered or incurred by any Indemnitee, liabilities, suits, as a result of or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either relating to the other Party’s premisesbreach of any representation and warranties in this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Galaxy Next Generation, Inc.)

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Mutual Indemnification. Each Party will The Parties shall defend, indemnify, defend, and hold the other Party one another harmless from any claim, demandsall claims, liabilities, suits, or expenses losses, damages and governmental enforcement actions to which either party may be subjected as a result of the other Party’s failure, of any kind for personal injury kind, to abide by or damage to tangible property to the extent arising from its negligence comply with any provisions of this agreement or willful misconduct on either Party’s premisesapplicable law.

Appears in 1 contract

Samples: Student Enrichment and Credit Recovery Program Agreement

Mutual Indemnification. Each Party will The Parties shall defend, indemnify, defend, and hold the other Party harmless from any claimeach other, demandsand each of their respective officers, liabilitiesdirectors, suitsemployees, or expenses of any kind for personal injury or damage to tangible property parties, and all associated losses, to the extent arising from its out of (a) a Party’s gross negligence or willful misconduct on either Party’s premisesin performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Appears in 1 contract

Samples: Animal Shelter Services Agreement

Mutual Indemnification. Each Party will (the “Indemnitor”) shall indemnify, defend, and hold harmless the other Party harmless Party, its Affiliates and each of their Representatives (the “Indemnitee”) from and against any claimand all third party claims for damages, demandslosses, liabilitiescosts, suitsexpenses or other claims (including reasonable attorneys’ fees and court costs) arising from or related to any gross negligence, willful misconduct, fraudulent activities or expenses of any kind for personal injury unlawful acts taken by Indemnitor under or damage to tangible property related to the extent arising from its negligence Services or willful misconduct on either Party’s premisesthis Agreement.

Appears in 1 contract

Samples: Master Services Agreement

Mutual Indemnification. Each Party will party shall indemnify, defend, and hold the other Party party, its parent, affiliates, agents and employees, harmless from and against any claimand all claims, demandsactions, liabilities, suitslosses, costs and expenses arising from or expenses in connection with (a) such party’s breach of this Agreement, including but not limited to its representations and warranties; or (b) such party’s gross negligent acts or omissions. Each party agrees to give the other party prompt written notice of any kind for personal injury or damage claims, to tangible property to tender the extent arising from its negligence or willful misconduct on either Party’s premisesdefense and settlement of such claim.

Appears in 1 contract

Samples: Subscription Agreement

Mutual Indemnification. Each Party is responsible for its own acts and will indemnify, defend, indemnify and hold harmless the other Party harmless Party, including each of its respective officers, directors, employees, representatives, agents, successors and assigns from any claimand against all claims of third parties, demandsand all associated losses, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either out of that Party’s premisesgross negligence, willful misconduct, or any breach of this Agreement.

Appears in 1 contract

Samples: Membership Agreement

Mutual Indemnification. Each Party will shall indemnify, defend, defend and hold the other Party harmless from any claim, demands, all liabilities, suitscosts and expenses (including, without limitation, attorney fees) that such Party may suffer, sustain or expenses become subject to as a result any misrepresentation or breach of any kind for personal injury warranty, covenant or damage to tangible property to agreement of the extent arising from its indemnifying Party contained herein or the indemnifying Party’s gross negligence or willful misconduct on either Party’s premisesin performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Master Saas and Services Agreement

Mutual Indemnification. Each Party will indemnify, defend, party shall indemnify and hold harmless the other Party harmless from any claim, demands, liabilities, suits, or expenses for and against all claims of any kind for personal injury nature, including without limitation claims related to breach of confidentiality and the alleged infringement of the intellectual property rights of any third party, together with associated defense costs and attorneys’ fees, arising out of or damage to tangible property to in connection with the extent arising from its negligence or willful misconduct on either Partyindemnifying party’s premisesperformance hereunder.

Appears in 1 contract

Samples: Consulting Agreement (Trustco Bank Corp N Y)

Mutual Indemnification. Each Party will The Parties shall defend, indemnify, defend, and hold the other Party harmless each other, and each of their respective officers, directors, employees, representatives, agents, successors and assigns from any claimand against all claims of third parties, demandsand all associated losses, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its out of (a) a Party’s gross negligence or willful misconduct on either Party’s premisesin performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Appears in 1 contract

Samples: Service Agreement

Mutual Indemnification. Each Party will party shall defend, indemnify, defend, and hold the other Party harmless from and against any claimand all claims, demands, liabilities, suitslawsuits, or actions for damages, costs, losses or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either Partythe indemnifying party’s premisesactions pursuant to this Agreement.

Appears in 1 contract

Samples: Intergovernmental Agreement

Mutual Indemnification. Each Party will party hereby agrees to defend, indemnify, defend, and hold harmless the other Party harmless and its affiliates and their respective directors, officers, employees, and agents from and against any and all liabilities, expenses, and losses, including reasonable legal expenses and attorneys’ fees arising from any claim, demandsdemand, liabilitiesaction, suitssuit, or expenses of other proceeding by any kind for personal injury or damage to tangible property Third Party to the extent arising from same arises out of or relates to the development, commercialization or use of an Invention under the Step-In Patents or Non-Step-In Patents by the indemnifying Party or its negligence or willful misconduct on either Party’s premisesaffiliates.

Appears in 1 contract

Samples: Patent Assignment and License Agreement (Insulet Corp)

Mutual Indemnification. 8.1. Each Party will shall indemnify, defend, defend and hold harmless the other Party harmless from liability to third parties directly related to any claimclaims, demands, liabilitiesinvestigations, suitsjudgments, damages, fines, costs and expenses (collectively, a “Claim”) arising from the gross negligence, wilful misconduct, fraud or expenses violation of any kind for personal injury or damage to tangible property applicable law by the indemnifying Party, except to the extent arising that the Claim arises from any act or omission of the other Party or its negligence customers, and their respective employees, agents, contractors or willful misconduct on either Party’s premisessubcontractors.

Appears in 1 contract

Samples: Master Training Agreement

Mutual Indemnification. Each Party will party shall indemnify, defend, defend and hold harmless the other Party harmless party and its officers, directors, employees, agents, successors and assigns (each, an “Indemnitee”) against all Losses arising out of or resulting from any third party claim, demandssuit, liabilities, suits, action or expenses proceeding related to or arising out of or resulting from the party’s breach of any kind for personal injury representation, warranty, covenant or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premisesobligation under this Agreement (each an “Action”).

Appears in 1 contract

Samples: License Agreement (Altitude International, Inc)

Mutual Indemnification. Each Party (in the capacity as Indemnifying Party) will indemnify, defend, indemnify and hold harmless the other Party harmless Party, its Affiliates and all of their respective officers, directors, agents and employees (in the capacity of Indemnified Party) from and against any claimand all Claims relating to or based on any personal injury, demands, liabilities, suits, or expenses of any kind for personal injury death or damage to tangible property to caused by the extent arising from its negligence or willful misconduct on either Party’s premisesof the Indemnifying Party or its agents and representatives, the performance of this Agreement.

Appears in 1 contract

Samples: Master Service Agreement (Ahny-Iv LLC)

Mutual Indemnification. Each Party will indemnify, defend, of the Parties shall indemnify and hold harmless the other Party harmless from against all Claims insofar as they arise out of or in connection with any claim, demands, liabilities, suits, or expenses breach by the first Party of any kind for personal injury of its representations, obligations or damage to tangible property to warranties under this Agreement or from the extent arising from its negligence or willful misconduct on either first Party’s premisesfraud or wilful misconduct.

Appears in 1 contract

Samples: License Agreement (Entremed Inc)

Mutual Indemnification. Each Party is responsible for its own acts and will indemnify, defend, indemnify and hold harmless the other Party harmless Party, including each of its respective officers, directors, employees, representatives, agents, successors and assigns from any claimand against all claims of third parties, demandsand all associated losses, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either out of that Party’s premises.gross negligence, willful misconduct, or any breach of this Agreement. M

Appears in 1 contract

Samples: Membership Agreement

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