Common use of Responsibility and Indemnity Clause in Contracts

Responsibility and Indemnity. In the event that the Provider subcontracts services, Provider shall remain responsible to Purchaser for the performance of the subcontracted services and shall be responsible for, and shall indemnify, defend and hold Purchaser harmless from, any and all claims, losses, liabilities, damages, costs and expenses, including actual attorneys’ fees, arising in whole or in part out of any acts or omissions of its subcontractors, any failure of Provider’s subcontractors to comply with any term, requirement, standard or condition of this Contract as well as any breach of any term or condition of this Contract by Provider’s subcontractors. Any action of a subcontractor, which, if done by Provider, would constitute a breach of this Contract, shall be deemed a breach by Provider and have the same legal effect. Provider shall further indemnify, defend and hold harmless Purchaser and DHS from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever, arising from Provider’s breach of any of Provider’s subcontracts, including, without limitation, Provider’s failure to pay any and all amounts due by Provider to any subcontractor. Purchaser shall indemnify, defend and hold Provider harmless from, any and all claims, losses, liabilities, damages, costs and expenses, including actual attorneys’ fees, caused solely by Purchaser’s gross negligence or intentional misconduct.