Common use of Partnership’s Indemnity Clause in Contracts

Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Encore Operating Party from and against any and all Damages arising out of this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence of any Encore Operating Party, including the Encore Operating Party’s sole negligence; provided, however, that the foregoing limitation shall not apply to Damages caused by the Encore Operating Party’s gross negligence or willful, intentional misconduct.