Non-Professional Services Indemnity Sample Clauses

Non-Professional Services Indemnity. To the extent of the contractual liability provisions of the Commercial General Insurance policy required above, Design Professional hereby agrees to indemnify and hold harmless the Owner, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Contract or any act or omission on the part of the Design Professional, its agents, employees or others working at the direction of Design Professional or on its behalf, or due to any breach of this Contract by the Design Professional or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification does not extend to claims for breach of Professional Services or Negligent Professional Acts as set forth above. This indemnification also does not extend to claims for losses or injuries or damages incurred directly by the Indemnitees due to the sole negligence of any Indemnitee.
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Non-Professional Services Indemnity. To the extent of the contractual liability provisions of the Commercial General Insurance policy required by subparagraph 1.
Non-Professional Services Indemnity. Design Professional hereby agrees to indemnify and hold harmless the Owner, and its officers, members, and employees (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, made by a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the Design Professional’s performance of this Contract or any act or omission on the part of the Design Professional, its agents, employees or others working at the direction of Design Professional or on its behalf., or due to any breach of this Contract by the Design Professional or due to the Design Professional’s violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Design Professional. This indemnification does not extend beyond the scope of this Contract and the work undertaken thereunder. Nor do the parties intend for this indemnification provision to extend to claims for loses or injuries or damages caused solely by the negligence of Owner, its officers, members, or employees.
Non-Professional Services Indemnity. To the extent of the contractual liability provisions of the Commercial General Insurance policy required by subparagraph D2 below, Design Professional hereby agrees to indemnify and hold harmless GDOT, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Contract or any act or omission on the part of the Design Professional, its agents, employees or others working at the direction of Design Professional or on its behalf, or due to any breach of this Contract by the Design Professional or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification is binding upon to the successors and assigns of the Design Professional. This indemnification does not extend to the sole negligence of the Indemnitees nor beyond the scope of this Contract and the work undertaken thereunder. Nor does this indemnification extend to claims for losses or injuries or damages incurred directly by the Indemnitees due to breach, or default by the Indemnitor under the terms and conditions of this Contract. This indemnification survives the termination of this agreement and shall also survive the dissolution or to the extent allowed by law, the bankruptcy of the Consultant.
Non-Professional Services Indemnity. The Consultant shall indemnify, release and hold the Authority, its officers, members, employees and agents, harmless from and against all liability, damages, costs, expenses (including reasonable attorney’s fees and expenses incurred by the Authority and any of the Authority’s officers, members, employees or agents), claims, suits and judgments to the extent arising from any non- professional services and activities of Consultant under this agreement, which would not be considered Professional Services, and involve bodily injury or property damage, provided, however, the Authority shall not be indemnified for the results of its sole negligence or in the case of multiple negligence for the share caused by the Authority’s negligence.
Non-Professional Services Indemnity. The Service Provider shall indemnify, defend and hold harmless the City, and the members (including, without limitation, members of the City's Council, and members of the boards and of the City), officers, employees and agents of each, from and against any and all liabilities, losses, suits, claims, demands, judgments, fines, damages, costs and expenses (including reasonable attorneys' fees) which may be incurred by, charged to or recovered from any of the foregoing by (i) reason or on account of loss of any property of the City, or any property of, injury to or death of any person resulting from the negligent acts or omissions of the Service Provider 's directors, officers, agents, employees, subcontractors, licensees or invitees, in connection with the performance of this contract, unless such liability, loss, suit, claim, demand, judgment, fine, damage, cost or expense was proximately caused by the City's negligence or by the joint negligence of the City and any of its, officers, agents, employees, subcontractors, licensees, or invitees of the City, or (ii) arising out of or in connection with the failure of the Service Provider to keep, observe or perform any of the covenants or agreements in this Contract which are required to be kept, observed or performed by the Service Provider, or (iii) arising out of or in connection with any claim, suit, assessment or judgment prohibited by Section 13.4 below by or in favor of any person described in Section 13.5 below, or (iv) arising out of or in connection with any action by Service Provider or its directors, officers, agents, employees, subcontractors, licensees or invitees. The City agrees to give the Service Provider reasonable notice of any suit or claim for which indemnification will be sought hereunder, to allow the Service Provider or its insurer to compromise and defend the same to the extent of its interests, and to reasonably cooperate with the defense of any such suit or claim. The indemnification provisions of this Section 13.1 shall survive the expiration or earlier termination of this Contract with respect to any negligent acts or omissions occurring during the term of the Contract. This Non-Professional Services Indemnity shall not apply to any professional services, as defined in the following paragraph, nor to any act, error, or omission arising out of such professional services.
Non-Professional Services Indemnity. The Service Provider shall indemnify, release and hold GEFA, its officers, members, employees and agents, harmless from and against all liability, damages, costs, expenses (including reasonable attorney’s fees and expenses incurred by GEFA and any of GEFA’s officers, members, employees or agents), claims, suits and judgments to the extent arising from any non-professional services and activities of Service Provider under this agreement, which would not be considered Professional Services, and involve bodily injury or property damage, provided, however, GEFA shall not be indemnified for the results of its sole negligence or in the case of multiple negligence for the share caused by GEFA ‘s negligence.
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Related to Non-Professional Services Indemnity

  • Scope of Professional Services 3.1 On the terms and conditions set forth in this Agreement, COUNTY hereby engages CONTRACTOR to provide all labor, materials and equipment to complete the Project/Service in accordance with the Scope of Services, attached hereto and incorporated herein as Attachment A, as modified or clarified by Addendum(s) # , dated , attached hereto and incorporated herein by reference as Attachment B. It is understood that the Scope of Services may be modified by change order as the Project/Service progresses, but to be effective and binding, any such change order must be in writing, executed by the parties, and in accordance with the COUNTY’s Purchasing Policies and Procedures. A copy of these policies and procedures shall be made available to the CONTRACTOR upon request. 3.2 The term of this Agreement shall be as follows (please check box): The parties acknowledge that this is a project specific agreement and that the single Project/Service shall be completed by the CONTRACTOR within ( ) calendar days after the Notice to Proceed is issued. The CONTRACTOR and COUNTY acknowledge that this Agreement is for a twelve (12) month term and that the CONTRACTOR shall complete the work as specified in the Scope of Services. The COUNTY has the option to renewal this Agreement for four (4) additional one (1) year period(s). The prices set forth in this Agreement shall prevail for the full duration of the initial contract term unless otherwise indicated elsewhere in this document. Prior to completion of each exercised contract term, the COUNTY may consider an adjustment to price based on changes in the following pricing index: CPI. It is the CONTRACTOR’s responsibility to request any pricing adjustment in writing under this provision. The CONTRACTOR’s written request for adjustment should be submitted thirty (30) calendar days prior to expiration of the then current contract term and clearly substantiate the requested increase. The written request for adjustment should not be in excess of the relevant pricing index change. If no adjustment request is received from the CONTRACTOR, the COUNTY will assume that the CONTRACTOR has agreed that the optional term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new option period shall not be considered. The COUNTY reserves the right to reject any written price adjustments submitted by the CONTRACTOR and/or to not exercise any otherwise available option period based on such price adjustments. Continuation of the contract beyond the initial period, and any option subsequently exercised, is a COUNTY’s prerogative, and not a right of the CONTRACTOR. This prerogative will be exercised only when such continuation is clearly in the best interest of the COUNTY. All work shall be performed in accordance with good commercial practice. The work schedule and completion dates shall be adhered to by the CONTRACTOR except in such cases where the completion date will be delayed due to acts of God, strikes, or other causes beyond the control of the CONTRACTOR. In these cases, the CONTRACTOR shall notify the COUNTY of the delays in advance of the original completion so that a revised delivery schedule can be appropriately considered by the COUNTY. No additional days shall be granted for rain delays. 3.3 The CONTRACTOR shall be solely responsible for obtaining all necessary approvals and permits to complete the Project/Service. 3.4 The CONTRACTOR shall remain appropriately licensed and/or employ the services of a subcontractor who is appropriately licensed throughout the course of the Project/Service. Failure to maintain all required licenses shall entitle the COUNTY, at its option, to terminate this Agreement. 3.5 Although this Agreement identifies specific facilities to be serviced, it is hereby agreed and understood that any County department or agency facility may be added to this Agreement at the option of the County. When required by the pricing structure of the Agreement, the CONTRACTOR shall be invited to submit price quotes for these additional facilities. The additional site(s) shall be added to this Agreement by formal modification. The COUNTY may obtain price quotes for the additional facilities from other vendors in the event that fair and reasonable pricing is not obtained from the CONTRACTOR or for other reasons at the County’s discretion. Although this Agreement identifies specific facilities to be serviced, it is hereby agreed and understood that any County department or agency may delete service for any facility when such service is no longer required, upon fourteen (14) calendar days written notice. 3.6 The CONTRACTOR acknowledges that it has sufficient understanding of the nature and location of the work; the general and local conditions, including but not limited to, those bearing upon transportation, disposal, handling and storage of materials; availability of labor, water, electric power, and roads; and uncertainties of weather or similar physical conditions at the site; the character of equipment and facilities needed preliminary to and during the completion of the Project/Service. The CONTRACTOR further acknowledges that the CONTRACTOR has satisfied itself as to the character, quality and quantity of surface and subsurface materials, obstacles or conditions of the site. Any failure by the CONTRACTOR to acquaint itself with any aspect of the work or with any of the applicable conditions shall not relieve the CONTRACTOR from responsibility for adequately evaluating the difficulty or cost of successfully performing the work required, nor shall it be considered a basis for any claim for additional time or compensation. The COUNTY assumes no responsibility for any conclusions or interpretations made by the CONTRACTOR on the basis of the information made available by the COUNTY. The COUNTY also assumes no responsibility for any understanding or representations made by its officers or agents during or prior to the execution of this contract, unless such understanding or interpretations are made in writing and incorporated herein by reference. 3.7 If required, the Contractors shall attend a mandatory pre-bid meeting. Whether or not there is a mandatory or non-mandatory pre-bid, the contractor shall be required to carefully examine any supplied drawings and/or specifications and be thoroughly aware regarding any and all conditions that may in any manner affect the work to be performed under the contract. If a pre-bid meeting is not required the Contractor shall visit the site to familiarize themselves with the Project/Service, see existing conditions, and take measurements. No additional allowances will be made for lack of knowledge of these conditions. 3.8 In the event of any conflict between the drawings and specifications contained within this Agreement, the following shall govern: A. Addenda shall supersede all other contract documents to the extent specified in the addenda. Subsequent addenda shall supersede prior to addenda only to the extent specified therein. B. Drawings and specifications are intended to agree and be mutually complete. Any item not contained within the drawings, but contained in the specifications, or vice-versa, shall be provided and/or executed as shown in either the drawing or specification at no extra costs to the COUNTY. Should anything not included in either the drawing and/or the specifications be necessary for the proper construction and/or operation of the Project/Service as herein specified, or should any error or disagreement between the specifications and drawings exist or appear to exist, the CONTRACTOR shall not derive unjust benefit thereby, or use such disagreement counter to the best interests of the COUNTY. The CONTRACTOR shall immediately notify the COUNTY’s Project Manager of any discrepancy and await the Project Manager’s direction before proceeding with the work in question. 3.9 CONTRACTOR acknowledges and agrees that CONTRACTOR shall utilize the U.S. Department of Homeland Security’s E-Verify system in accordance with the terms governing use of the system to confirm the employment eligibility of: A. All persons employed by the CONTRACTOR during the term of this Agreement to perform employment duties within Lake County; and B. All persons, including subcontractors, assigned by the CONTRACTOR to perform work pursuant to the contract. 3.10 CONTRACTOR acknowledges and agrees that, in accordance with Section 255.099, Florida Statutes, if the Project/Service assigned to CONTRACTOR is being supported in whole or in part by State funding the CONTRACTOR shall give preference to the employment of state residents in the performance of the work on the Project/Service if state residents have substantially equal qualifications to those of non- residents. If the CONTRACTOR is required to employ state residents, the CONTRACTOR shall contact the Department of Economic Opportunity to post the employment needs in the State’s job bank system. However, in work involving the expenditure of federal aid funds, this section may not be enforced in such a manner as to conflict with or be contrary to federal law prescribing a labor preference to honorably discharged soldiers, sailors, or marines, or prohibiting as unlawful any other preference or discrimination among the citizens of the United States.

  • Professional Services Warranty 5.1 Oracle warrants that Professional Services will be provided in a professional manner consistent with industry standards. Customer must notify Oracle of any warranty deficiencies within 60 days from performance of the deficient Professional Services. 5.2 ORACLE DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL BE PERFORMED ERROR- FREE OR UNINTERRUPTED, THAT ORACLE WILL CORRECT ALL PROFESSIONAL SERVICES ERRORS, OR THAT THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PROFESSIONAL SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD PARTY APPLICATIONS OR PROFESSIONAL SERVICES PROVIDED BY THIRD PARTIES. 5.3 FOR ANY BREACH OF THE PROFESSIONAL SERVICES WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT PROFESSIONAL SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIONALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE DEFICIENT PROFESSIONAL SERVICES AND ORACLE WILL REFUND TO THE CUSTOMER THE FEES FOR THE TERMINATED PROFESSIONAL SERVICES THAT CUSTOMER PRE-PAID TO ORACLE FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. 5.4 TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

  • Professional Services Fees You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

  • Professional Services Bodily injury" or "property damage" arising out of the rendering of or failure to render profes- sional services;

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Professional Service Consultant agrees that all services and work performed under this agreement will be accomplished in a professional manner, in accordance with the accepted standards of Contractor’s profession.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

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