Common use of RESPONSIBILITY; INDEMNIFICATION Clause in Contracts

RESPONSIBILITY; INDEMNIFICATION. (a) UBL AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY UBL OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY UBL. UBL covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the Town of Addison, Texas and the elected officials, the officers, employees, representatives, and volunteers of the Town of Addison, Texas, individually or collectively, in both their official and private capacities (the Town of Addison, Texas and the elected officials, the officers, employees, representatives, and volunteers of the Town of Addison, Texas each being an “Addison Person” and collectively the “Addison Persons”), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Addison Person, whether directly or indirectly, (the “Claims”), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by UBL under this Contract; and/or (3) any other act or omission under or in performance of this Contract by UBL, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for UBL, or any other person or entity for whom UBL is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, , invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY ADDISON PERSON, OR CONDUCT BY ANY ADDISON PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. UBL shall promptly advise the City in writing of any claim or demand against any Addison Person or UBL related to or arising out of UBL's activities under this Contract and shall see to the investigation and defense of such claim or demand at UBL's sole cost and expense. The Addison Persons shall have the right, at the Addison Persons’ option and at own expense, to participate in such defense without relieving UBL of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract.

RESPONSIBILITY; INDEMNIFICATION. (a) UBL THE ORGANIZATION AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES THE PROGRAM PERFORMED AND TO BE PERFORMED HEREUNDER BY UBL THE ORGANIZATION OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY UBLTHE ORGANIZATION. UBL covenants and agrees to THE ORGANIZATION COVENANTS AND AGREES TO FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the Town of AddisonTHE TOWN OF ADDISON, Texas and the elected officialsTEXAS AND THE ELECTED AND APPOINTED OFFICIALS, the officersTHE OFFICERS, employeesEMPLOYEES, representativesREPRESENTATIVES, and volunteers of the Town of AddisonAND VOLUNTEERS OF THE TOWN OF ADDISON, TexasTEXAS, individually or collectivelyINDIVIDUALLY OR COLLECTIVELY, in both their official and private capacities IN BOTH THEIR OFFICIAL AND PRIVATE CAPACITIES (the Town of AddisonTHE TOWN OF ADDISON, Texas and the elected officialsTEXAS AND THE ELECTED AND APPOINTED OFFICIALS, the officersTHE OFFICERS, employeesEMPLOYEES, representativesREPRESENTATIVES, and volunteers of the Town of AddisonAND VOLUNTEERS OF THE TOWN OF ADDISON, Texas each being an TEXAS EACH BEING AN “Addison PersonADDISON PERSON” and collectively the AND COLLECTIVELY THE “Addison PersonsADDISON PERSONS”), from and against any and all costsFROM AND AGAINST ANY AND ALL COSTS, claimsCLAIMS, liensLIENS, harmHARM, damagesDAMAGES, lossesLOSSES, expensesEXPENSES, feesFEES, finesFINES, penaltiesPENALTIES, proceedingsPROCEEDINGS, judgmentsJUDGMENTS, actionsACTIONS, demandsDEMANDS, causes of actionCAUSES OF ACTION, liabilityLIABILITY, and suitsAND SUITS, of any kind and nature whatsoever made upon any Addison PersonOF ANY KIND AND NATURE WHATSOEVER MADE UPON OR INCURRED BY ANY ADDISON PERSON, whether directly or indirectlyWHETHER DIRECTLY OR INDIRECTLY, (the THE “ClaimsCLAIMS”), that arise out ofTHAT ARISE OUT OF, result fromRESULT FROM, or relate toOR RELATE TO: (1) the Services as described in Section THE PROGRAM AS DESCRIBED IN SECTION II of this ContractOF THIS AGREEMENT; (2) representations or warranties by UBL under this Contract; and/or (3) any other act or omission under or in performance of this Contract by UBL, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for UBL, or any other person or entity for whom UBL is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, , invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED REPRESENTATIONS OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART WARRANTIES BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY ADDISON PERSON, OR CONDUCT BY ANY ADDISON PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. UBL shall promptly advise the City in writing of any claim or demand against any Addison Person or UBL related to or arising out of UBL's activities under this Contract and shall see to the investigation and defense of such claim or demand at UBL's sole cost and expense. The Addison Persons shall have the right, at the Addison Persons’ option and at own expense, to participate in such defense without relieving UBL of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract.ORGANIZATION UNDER THIS AGREEMENT; AND/OR

RESPONSIBILITY; INDEMNIFICATION. (a) UBL WTT AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY UBL WTT OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY UBL. UBL covenants WTT’S Indemnification Obligation: WTT covenants, agrees to, and agrees shall DEFEND (with counsel reasonably acceptable to FULLY DEFENDthe Town of Addison, INDEMNIFY Texas), INDEMNIFY, AND HOLD HARMLESS the Town of Addison, Texas and the Town of Addison, Texas’ elected officials, the its officers, employees, representatives, agents and volunteers of the Town of Addison, Texas, individually or collectively, in both their official and private capacities (the Town of Addison, Texas and the elected officials, the officers, employees, representatives, agents, and volunteers of the Town of Addison, Texas being each being an “Addison Person” and collectively the “Addison Persons”), ) from and against any and all costs, claims, liensliabilities, judgments, lawsuits, demands, harm, losses, damages, lossesproceedings, expensessuits, actions, causes of action, liens, fees, fines, penalties, proceedingsexpenses, judgments, actions, demands, causes of action, liability, and suitsor costs, of any kind and nature whatsoever made upon or incurred by the City and/or any other Addison Person, whether directly or indirectly, (the “Claims”), ) that arise out of, result from, or relate to: (1i) the performance or provision by WTT of the WTT Services as described above in Section II of this Contract; , (2ii) any representations or and/or warranties by UBL WTT under this Contract; and/or , and (3iii) any other act or omission under under, in performance of, or in performance of connection with the WTT Services and/or this Contract by UBLWTT or by any of WTT’s owners, or any ownerdirectors, officerofficers, directorshareholders, managermanagers, employeepartners, agentemployees, representativeagents, consultantconsultants, contractorcontractors, subcontractorsubcontractors, licenseeinvitees, inviteeguests, patroncustomers, guestlicensees, customer, or concessionaire of or for UBLsublicensees, or any other person or entity for whom UBL WTT is legally responsible, and their respective owners, directors, officers, directorsshareholders, managers, partners, employees, agents, representatives, consultants, contractors, subcontractors, licensees, , invitees, patrons, guests, customers, and concessionaireslicensees (“WTT Persons”). SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS HARLMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY ADDISON PERSON, OR CONDUCT BY ANY ADDISON PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. UBL WTT shall promptly advise the City Addison in writing of any claim or demand against any Addison Person or UBL WTT or any other WTT Persons related to or arising out of UBL's WTT’s Services and activities under this Contract and shall see to the investigation and defense of such claim or demand at UBL's WTT’s sole cost and expense. The Addison Persons shall have the right, at the Addison Persons’ option and at own expense, to participate in such defense without relieving UBL WTT of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract.

RESPONSIBILITY; INDEMNIFICATION. (a) UBL WTT AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY UBL WTT OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY UBL. UBL covenants WTT’S Indemnification Obligation: WTT covenants, agrees to, and agrees shall DEFEND (with counsel reasonably acceptable to FULLY DEFENDthe Town of Addison, INDEMNIFY Texas), INDEMNIFY, AND HOLD HARMLESS the Town of Addison, Texas and the Town of Addison, Texas’ elected officials, the its officers, employees, representatives, agents and volunteers of the Town of Addison, Texas, individually or collectively, in both their official and private capacities (the Town of Addison, Texas and the elected officials, the officers, employees, representatives, agents, and volunteers of the Town of Addison, Texas being each being an “Addison Person” and collectively the “Addison Persons”), ) from and against any and all costs, claims, liensliabilities, judgments, lawsuits, demands, harm, losses, damages, lossesproceedings, expensessuits, actions, causes of action, liens, fees, fines, penalties, proceedingsexpenses, judgments, actions, demands, causes of action, liability, and suitsor costs, of any kind and nature whatsoever made upon or incurred by the City and/or any other Addison Person, whether directly or indirectly, (the “Claims”), ) that arise out of, result from, or relate to: (1i) the performance or provision by WTT of the WTT Services as described above in Section II of this Contract; , (2ii) any representations or and/or warranties by UBL WTT under this Contract; and/or , and (3iii) any other act or omission under under, in performance of, or in performance of connection with the WTT Services and/or this Contract by UBLWTT or by any of WTT’s owners, or any ownerdirectors, officerofficers, directorshareholders, managermanagers, employeepartners, agentemployees, representativeagents, consultantconsultants, contractorcontractors, subcontractorsubcontractors, licenseeinvitees, inviteeguests, patroncustomers, guestlicensees, customer, or concessionaire of or for UBLsublicensees, or any other person or entity for whom UBL WTT is legally responsible, and their respective owners, directors, officers, directorsshareholders, managers, partners, employees, agents, representatives, consultants, contractors, subcontractors, licensees, , invitees, patrons, guests, customers, and concessionaireslicensees (“WTT Persons”). SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS HARLMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY ADDISON PERSON, OR CONDUCT BY ANY ADDISON PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. UBL shall promptly advise the City in writing of any claim or demand against any Addison Person or UBL related to or arising out of UBL's activities under this Contract and shall see to the investigation and defense of such claim or demand at UBL's sole cost and expense. The Addison Persons shall have the right, at the Addison Persons’ option and at own expense, to participate in such defense without relieving UBL of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract.STRICT

RESPONSIBILITY; INDEMNIFICATION. (a) UBL THE ORGANIZATION AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES THE PROGRAM PERFORMED AND TO BE PERFORMED HEREUNDER BY UBL THE ORGANIZATION OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY UBLTHE ORGANIZATION. UBL covenants and agrees to THE ORGANIZATION COVENANTS AND AGREES TO FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the Town of AddisonTHE TOWN OF ADDISON, Texas and the elected officialsTEXAS AND THE ELECTED AND APPOINTED OFFICIALS, the officersTHE OFFICERS, employeesEMPLOYEES, representativesREPRESENTATIVES, and volunteers of the Town of AddisonAND VOLUNTEERS OF THE TOWN OF ADDISON, TexasTEXAS, individually or collectivelyINDIVIDUALLY OR COLLECTIVELY, in both their official and private capacities IN BOTH THEIR OFFICIAL AND PRIVATE CAPACITIES (the Town of AddisonTHE TOWN OF ADDISON, Texas and the elected officialsTEXAS AND THE ELECTED AND APPOINTED OFFICIALS, the officersTHE OFFICERS, employeesEMPLOYEES, representativesREPRESENTATIVES, and volunteers of the Town of AddisonAND VOLUNTEERS OF THE TOWN OF ADDISON, Texas each being an TEXAS EACH BEING AN “Addison PersonADDISON PERSON” and collectively the AND COLLECTIVELY THE “Addison PersonsADDISON PERSONS”), from and against any and all costsFROM AND AGAINST ANY AND ALL COSTS, claimsCLAIMS, liensLIENS, harmHARM, damagesDAMAGES, lossesLOSSES, expensesEXPENSES, feesFEES, finesFINES, penaltiesPENALTIES, proceedingsPROCEEDINGS, judgmentsJUDGMENTS, actionsACTIONS, demandsDEMANDS, causes of actionCAUSES OF ACTION, liabilityLIABILITY, and suitsAND SUITS, of any kind and nature whatsoever made upon any Addison PersonOF ANY KIND AND NATURE WHATSOEVER MADE UPON OR INCURRED BY ANY ADDISON PERSON, whether directly or indirectlyWHETHER DIRECTLY OR INDIRECTLY, (the THE “ClaimsCLAIMS”), that arise out ofTHAT ARISE OUT OF, result fromRESULT FROM, or relate to: OR RELATE TO: (1) the Services as described in Section THE PROGRAM AS DESCRIBED IN SECTION II of this ContractOF THIS AGREEMENT; (2) representations or warranties by UBL under this ContractREPRESENTATIONS OR WARRANTIES BY THE ORGANIZATION UNDER THIS AGREEMENT; and/or AND/OR (3) any other act or omission under or in performance of this Contract by UBLANY OTHER ACT OR OMISSION UNDER OR IN PERFORMANCE OF THIS AGREEMENT BY THE ORGANIZATION, or any ownerOR ANY OWNER, officerOFFICER, directorDIRECTOR, managerMANAGER, employeeEMPLOYEE, agentAGENT, representativeREPRESENTATIVE, consultantCONSULTANT, contractorCONTRACTOR, subcontractorSUBCONTRACTOR, licenseeLICENSEE, inviteeINVITEE, patronPATRON, guestGUEST, customerCUSTOMER, or concessionaire of or for UBLOR CONCESSIONAIRE OF OR FOR THE ORGANIZATION, or any other person or entity for whom UBL is legally responsibleOR ANY OTHER PERSON OR ENTITY FOR WHOM THE ORGANIZATION IS LEGALLY RESPONSIBLE, and their respective ownersAND THEIR RESPECTIVE OWNERS, officersOFFICERS, directorsDIRECTORS, managersMANAGERS, employeesEMPLOYEES, agentsAGENTS, representativesREPRESENTATIVES, consultantsCONSULTANTS, contractorsCONTRACTORS, subcontractorsSUBCONTRACTOR, licenseesLICENSEES, INVITEES, inviteesPATRONS, patronsGUESTS, guestsCUSTOMERS, customersAND CONCESSIONAIRES. THE ORGANIZATIONPARTIES SHALL PROMPTLY ADVISE THE CITYEACH OTHER IN WRITING OF ANY CLAIM OR DEMAND AGAINST ANY ADDISON PERSON OR THE ORGANIZATION RELATED TO OR ARISING OUT OF THE ORGANIZATION’S ACTIVITIES UNDER THIS AGREEMENT AND SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT THE ORGANIZATION’S SOLE COST AND EXPENSE. THE ADDISON PERSONS SHALL HAVE THE RIGHT, and concessionairesAT THE ADDISON PERSONS’ OPTION AND AT OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING THE ORGANIZATION OF ANY OF ITS OBLIGATIONS HEREUNDER. SUCH THE PROVISIONS OF THIS DEFENSE, INDEMNITY INDEMNITY, AND HOLD HARMLESS OBLIGATION, AND ANY OTHER DEFENSE, INDEMNITY, AND HOLD HARMLESS OBLIGATION SET FORTH IN THIS AGREEMENT, SHALL AND DOES INCLUDE CLAIMS ALLEGED SURVIVE THE TERMINATION OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE EXPIRATION OF ANY ADDISON PERSON, OR CONDUCT BY ANY ADDISON PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. UBL shall promptly advise the City in writing of any claim or demand against any Addison Person or UBL related to or arising out of UBL's activities under this Contract and shall see to the investigation and defense of such claim or demand at UBL's sole cost and expense. The Addison Persons shall have the right, at the Addison Persons’ option and at own expense, to participate in such defense without relieving UBL of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this ContractTHIS AGREEMENT.