Common use of Provider Indemnity Clause in Contracts

Provider Indemnity. Section 19 of PUR 1000 Form shall apply per its terms, except that the phrase “arising from or relating to personal injury and damage to real or personal tangible property” in the first paragraph is replaced with “arising out of or by reason of the execution of this Contract or arising from or relating to any alleged act or omission by the Provider, its agents, employees, partners, or subcontractors in relation to this agreement,” and the following additional terms will also apply: 4.4.1 If the Provider removes an infringing product because it is not reasonably able to modify that product or secure the Department the right to continue to use that product, the Provider shall immediately replace that product with a non-infringing product that the Department determines to be of equal or better functionality or be liable for the Department’s cost in so doing. 4.4.2 Further, the Provider shall indemnify the Department for all costs and attorneys’ fees arising from or relating to Provider's claim that a record contains trade secret information that is exempt from disclosure; or arising from or relating to the scope of the Provider’s redaction of the record, as provided for under Section 5.3, including litigation initiated by the Department. 4.4.3 The Provider’s inability to evaluate liability or its evaluation of liability shall not excuse its duty to defend and indemnify after receipt of notice. Only an adjudication or judgment after the highest appeal is exhausted finding the Department negligent shall excuse the Provider of performance under this provision, in which case the Department shall have no obligation to reimburse the Provider for the cost of its defense. If the Provider is an agency or subdivision of the State, its obligation to indemnify, defend and hold harmless the Department shall be to the extent permitted by section 768.28, F.S. or other applicable law, and without waiving the limits of sovereign immunity.

Provider Indemnity. Section 19 of PUR 1000 Form shall apply per its terms, except that the phrase “arising from or relating to personal injury and damage to real or personal tangible property” in the first paragraph is replaced with “arising out of or by reason of the execution of this Contract or arising from or relating to any alleged act or omission by the Provider, its agents, employees, partners, or subcontractors in relation to this agreement,” and the following additional terms will also apply: 4.4.1 a. If the Provider removes an infringing product because it is not reasonably able to modify that product or secure the Department the right to continue to use that product, the Provider shall immediately replace that product with a non-infringing product that the Department determines to be of equal or better functionality or be liable for the Department’s cost in so doing. 4.4.2 b. Further, the Provider shall indemnify the Department for all costs and attorneys’ attorneys fees arising from or relating to Provider's claim that a record contains trade secret information that is exempt from disclosure; disclosure or arising from or relating to the scope of the Provider’s redaction of the record, as provided for under Section 5.326.c.. hereof, including litigation initiated by the Department. 4.4.3 . The Provider’s inability to evaluate liability or its evaluation of liability shall not excuse its duty to defend and indemnify after receipt of notice. Only an adjudication or judgment after the highest appeal is exhausted finding the Department negligent shall excuse the Provider of performance under this provision, in which case the Department shall have no obligation to reimburse the Provider for the cost of its defense. If the Provider is an agency or subdivision of the Statestate, its obligation to indemnify, defend and hold harmless the Department shall be to the extent permitted by section 768.28, F.S. or other applicable law, and without waiving the limits of sovereign immunity.

Provider Indemnity. Section 19 of PUR 1000 Form The following provisions shall apply per its terms, except that the phrase “arising from or relating to personal injury and damage to real or personal tangible property” in the first paragraph is replaced with “arising out lieu of or by reason Section 9 of the execution Standard Contract (entitled “Provider Indemnity”). The Lead Agency, upon reasonable notice, shall be fully liable for the actions of this Contract its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and the Department, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorney’s fees, arising from or relating to any alleged act or omission by the ProviderLead Agency, its agents, employees, partners, or subcontractors alleged to be caused in relation to this agreement,” and whole or in part by the Lead Agency, its agents, employees, partners or subcontractors; provided, however, that the Lead Agency shall not indemnify for that portion of any loss or damages proximately caused by the negligent acts or omissions of the Department. The following additional terms will also apply: 4.4.1 a. The Lead Agency shall fully indemnify, defend, and hold harmless the State and Department from any suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, related to or arising from the performance of this Agreement; provided, however, that the foregoing obligation shall not apply to the Department’s misuse or modification of Lead Agency’s products or the Department operation or use of Lead Agency’s products in a manner not contemplated by the Contract. If any product is the subject of an infringement suit, or in the Lead Agency’s opinion is likely to become the subject of such a suit, the Lead Agency may at its sole expense procure for the Department the right to continue using the product or to modify it to become non-infringing. The Department shall not be liable for any royalties. If the Provider Lead Agency removes an infringing product because it is not reasonably able to modify that product or secure the Department the right to continue to use that product, the Provider Lead Agency shall immediately replace that product with a non-infringing product that the Department determines to be of equal or better functionality or be liable for the Department’s cost in so doing. 4.4.2 Further, the Provider b. The Lead Agency shall indemnify the Department for all costs and attorneys’ attorney’s fees arising from or relating to Providerthe Lead Agency's claim that a record contains trade secret information that is exempt from disclosure; disclosure or arising from or relating to the scope of the ProviderLead Agency’s redaction of the record, as provided for under Section 5.326 of the Standard Contract, including litigation initiated by the Department. 4.4.3 The Provider. Notwithstanding the above, the Lead Agency’s inability to evaluate liability or its evaluation of liability shall not excuse its duty to defend and indemnify after receipt of notice. Only an adjudication or judgment after the highest appeal is exhausted finding the Department negligent shall excuse the Provider of performance under this provision, in which case the Department shall have no obligation to reimburse the Provider for the cost of its defense. If the Provider is an agency or subdivision of the State, its obligation to indemnify, defend defend, and hold harmless the Department shall be not include the acts or omissions of any Lead Agency partner or subcontractor that is not a direct provider of xxxxxx care and related services to children and families. The Lead Agency’s obligation to indemnify, defend, and hold harmless the Department shall also not include damages and costs, including attorneys’ fees, arising from the acts or omissions of any Lead Agency subcontractor that is a direct provider of xxxxxx care and related services to children and families to the extent permitted by section 768.28that such subcontractor indemnifies, F.S. or other applicable lawdefends, and without waiving holds harmless the Department for the subcontractor’s acts or omissions. The Lead Agency remains responsible to ensure that its subcontractors providing xxxxxx care and related services indemnify, defend, and hold harmless the Department. Nothing in the Standard Contract, the attachments thereto, or the other documents referenced in any of them is intended to or shall waive the statutory limits of sovereign immunityliability of the Lead Agency or the subcontractor under section 409.993, F.S., or section 39.011 F.S, or the ability of the Lead Agency to claim immunity thereunder. The obligation of the Lead Agency and any subcontractor to indemnify, defend, and hold harmless the Department shall not include any loss or damages caused by the negligent acts or omissions of the Department.

Provider Indemnity. Section 19 of PUR 1000 Form shall apply per its terms, except that the phrase “arising from or relating to personal injury and damage to real or personal tangible property” in the first paragraph is replaced with “arising out of or by reason of the execution of this Contract or arising from or relating to any alleged act or omission by the Provider, its agents, employees, partners, or subcontractors in relation to this agreement,” and the following additional terms will also apply: 4.4.1 a. If the Provider removes an infringing product because it is not reasonably able to modify that product or secure the Department the right to continue to use that product, the Provider shall immediately replace that product with a non-infringing product that the Department determines to be of equal or better functionality or be liable for the Department’s cost in so doing. 4.4.2 b. Further, the Provider shall indemnify the Department for all costs and attorneys’ attorney’s fees arising from or relating to Provider's claim that a record contains trade secret information that is exempt from disclosure; disclosure or arising from or relating to the scope of the Provider’s redaction of the record, as provided for under Section 5.326.c. hereof, including litigation initiated by the Department. 4.4.3 . The Provider’s inability to evaluate liability or its evaluation of liability shall not excuse its duty to defend and indemnify after receipt of notice. Only an adjudication or judgment after the highest appeal is exhausted finding the Department negligent shall excuse the Provider of performance under this provision, in which case the Department shall have no obligation to reimburse the Provider for the cost of its defense. If the Provider is an agency or subdivision of the Statestate, its obligation to indemnify, defend and hold harmless the Department shall be to the extent permitted by section 768.28, F.S. or other applicable law, and without waiving the limits of sovereign immunity.

Provider Indemnity. Section 19 of PUR 1000 Form shall apply per its terms, except that the phrase “arising from or relating to personal injury and damage to real or personal tangible property” in the first paragraph is replaced with “arising out of or by reason of the execution of this Contract contract or arising from or relating to any alleged act or omission by the Provider, its agents, employees, partners, or subcontractors in relation to this agreement,” and the following additional terms will also apply: 4.4.1 a. If the Provider removes an infringing product because it is not reasonably able to modify that product or secure the Department the right to continue to use that product, the Provider shall immediately replace that product with a non-infringing product that the Department determines to be of equal or better functionality or be liable for the Department’s cost in so doing. 4.4.2 b. Further, the Provider shall indemnify the Department for all costs and attorneys’ attorneys fees arising from or relating to Provider's claim that a record contains trade secret information that is exempt from disclosure; disclosure or arising from or relating to the scope of the Provider’s redaction of the record, as provided for under Section 5.326.c., including litigation initiated by the Department. 4.4.3 . The Provider’s inability to evaluate liability or its evaluation of liability shall not excuse its duty to defend and indemnify after receipt of notice. Only an adjudication or judgment after the highest appeal is exhausted finding the Department negligent shall excuse the Provider of performance under this provision, in which case the Department shall have no obligation to reimburse the Provider for the cost of its defense. If the Provider is an agency or subdivision of the Statestate, its obligation to indemnify, defend and hold harmless the Department shall be to the extent permitted by section 768.28, F.S. or other applicable law, and without waiving the limits of sovereign immunity.