Common use of Risk of Loss; Indemnification Clause in Contracts

Risk of Loss; Indemnification. The Administrator, Subcontractors, Contract Administrator and the Commission at no time assume risk of loss for any personal property including, but not limited to, owned equipment, leased/rented/borrowed equipment, tools, employee tools and clothing of Implementer, Implementer Subcontractors, or their employees whether at the site of the Administrator, Contract Administrator or the Commission. Implementer shall indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission and all their respective officers, members, directors and employees (the “Indemnified Parties”) from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of Implementer, or any of its agents or Implementer Subcontractors, in performing Work under this Agreement. Implementer shall indemnify and hold harmless the Indemnified Parties from (i) all suits, actions or claims of any character brought for or on account of any obligations arising out of Agreements between Implementer and Implementer Subcontractors to perform services or otherwise supply products or services, and (ii) any audit disallowances related to the allocation of administrative costs under this Agreement, irrespective of whether the audit is ordered by federal or state agencies or by a court, and all reasonable attorneys’ fees and costs related thereto. Implementer shall expressly protect, indemnify, and hold harmless the Indemnified Parties from any and all claims, demands, suits, liability and expense by reason of injury to or death of any agent or employee of Implementer or Implementer Subcontractors of any tier while performing Work under this Agreement, including claims, demands and actions founded upon or growing out of the claim or assertion that any Indemnified Party did not furnish or afford at such premises a safe place of Work or employment or requisite statutory safety in a public building, or were otherwise either solely or jointly negligent; Implementer further will perform the Work under applicable safety rules and will indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission, their officers, agents, and employees from any civil penalties which may be assessed for violations of the Occupational Safety and Health Act of 1970 and any amendments thereto, or any standards, rules or orders promulgated, or regulations prescribed pursuant thereto, where such violations exist either solely or partially by reason of any acts or omissions of Implementer, its officers, agents, employees or Implementer Subcontractors of any tier, and all reasonable attorneys’ fees and costs related thereto. Implementer shall defend, indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission for any Incident, fraud, theft, stealing, diverting, embezzling, unlawful taking, unlawful distribution, computer fraud, forgery, voluntary parting, funds transfer, fraud or misappropriation of funds by Implementer or its agents, employees, affiliates, and Implementer’s Subcontractors, and all reasonable attorneys’ fees and costs related thereto. EXCEPT AS SET FORTH BELOW, UNDER NO CIRCUMSTANCES WILL THE IMPLEMENTER, ADMINISTRATOR, THE CONTRACT ADMINISTRATOR OR THE COMMISSION BE LIABLE TO THE OTHERS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF OPPORTUNITY, ETC. Notwithstanding the foregoing, this exclusion shall not be applicable to the Implementer in the event of the negligence, willful misconduct, misappropriation of funds or other activity against which the Implementer indemnifies the Administrator, Contract Administrator and the Commission for the occurrence of an Incident or under breach of confidentiality or data security provisions set forth in this Agreement, by the Administrator or its officers, agents, employees, affiliates, Subcontractors and/or Implementers.

Risk of Loss; Indemnification. The Administrator, Subcontractors, Contract Administrator and the Commission at no time assume risk of loss for any personal property including, but not limited to, owned equipment, leased/rented/borrowed equipment, tools, employee tools and clothing of Implementer, Implementer Subcontractors, or their employees whether or not at the site of the Administrator, Contract Administrator or the Commission. Implementer shall indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission and all their respective officers, members, directors and employees (the “Indemnified Parties”) from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of Implementer, or any of its agents or Implementer Subcontractors, in performing Work under this Agreement. Implementer shall indemnify and hold harmless the Indemnified Parties from (i) all suits, actions or claims of any character brought for or on account of any obligations arising out of Agreements between Implementer and Implementer Subcontractors to perform services or otherwise supply products or services, and (ii) any audit disallowances related to the allocation of administrative costs under this Agreement, irrespective of whether the audit is ordered by federal or state agencies or by a court, and all reasonable attorneys’ fees and costs related thereto. Implementer shall expressly protect, indemnify, and hold harmless the Indemnified Parties from any and all claims, demands, suits, liability and expense by reason of injury to or death of any agent or employee of Implementer or Implementer Subcontractors of any tier while performing Work under this Agreement, including claims, demands and actions founded upon or growing out of the claim or assertion that any Indemnified Party did not furnish or afford at such premises a safe place of Work or employment or requisite statutory safety in a public building, or were otherwise either solely or jointly negligent; Implementer further will perform the Work under applicable safety rules and will indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission, their officers, agents, and employees from any civil penalties which may be assessed for violations of the Occupational Safety and Health Act of 1970 and any amendments thereto, or any standards, rules or orders promulgated, or regulations prescribed pursuant thereto, where such violations exist either solely or partially by reason of any acts or omissions of Implementer, its officers, agents, employees or Implementer Subcontractors of any tier, and all reasonable attorneys’ fees and costs related thereto. Implementer shall defend, indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission for any Incident, fraud, theft, stealing, diverting, embezzling, unlawful taking, unlawful distribution, computer fraud, forgery, voluntary parting, funds transfer, fraud or misappropriation of funds by Implementer or its agents, employees, affiliates, and Implementer’s Subcontractors, and all reasonable attorneys’ fees and costs related thereto. EXCEPT AS SET FORTH BELOW, UNDER NO CIRCUMSTANCES WILL THE IMPLEMENTER, ADMINISTRATOR, THE CONTRACT ADMINISTRATOR OR THE COMMISSION BE LIABLE TO THE OTHERS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF OPPORTUNITY, ETC. Notwithstanding the foregoing, this exclusion shall not be applicable to the Implementer in the event of the negligence, willful misconduct, misappropriation of funds or other activity against which the Implementer indemnifies the Administrator, Contract Administrator and the Commission for the occurrence of an Incident or under breach of confidentiality or data security provisions set forth in this Agreement, by the Administrator or its officers, agents, employees, affiliates, Subcontractors and/or Implementers.

Risk of Loss; Indemnification. The Administrator, Subcontractors, Contract Administrator and the Commission at no time assume risk of loss for any personal property including, but not limited to, owned equipment, leased/rented/borrowed equipment, tools, employee tools and clothing of ImplementerResearcher, Implementer Researcher Subcontractors, or their employees whether at the site of the Administrator, Contract Administrator or the Commission. Implementer Researcher shall indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission and all their respective officers, members, directors and employees (the “Indemnified Parties”) from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of ImplementerResearcher, or any of its agents or Implementer Researcher Subcontractors, in performing Work under this Agreement. Implementer Researcher shall indemnify and hold harmless the Indemnified Parties from (i) all suits, actions or claims of any character brought for or on account of any obligations arising out of Agreements between Implementer Researcher and Implementer Researcher Subcontractors to perform services or otherwise supply products or services, and (ii) any audit disallowances related to the allocation of administrative costs under this Agreement, irrespective of whether the audit is ordered by federal or state agencies or by a court, and all reasonable attorneys’ fees and costs related thereto. Implementer Researcher shall expressly protect, indemnify, and hold harmless the Indemnified Parties from any and all claims, demands, suits, liability and expense by reason of injury to or death of any agent or employee of Implementer Researcher or Implementer Researcher Subcontractors of any tier while performing Work under this Agreement, including claims, demands and actions founded upon or growing out of the claim or assertion that any Indemnified Party did not furnish or afford at such premises a safe place of Work or employment or requisite statutory safety in a public building, or were otherwise either solely or jointly negligent; Implementer Researcher further will perform the Work under applicable safety rules and will indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission, their officers, agents, and employees from any civil penalties which may be assessed for violations of the Occupational Safety and Health Act of 1970 and any amendments thereto, or any standards, rules or orders promulgated, or regulations prescribed pursuant thereto, where such violations exist either solely or partially by reason of any acts or omissions of ImplementerResearcher, its officers, agents, employees or Implementer Researcher Subcontractors of any tier, and all reasonable attorneys’ fees and costs related thereto. Implementer Researcher shall defend, indemnify and hold harmless the Administrator, Subcontractors, Contract Administrator and the Commission for any Incident, fraud, theft, stealing, diverting, embezzling, unlawful taking, unlawful distribution, computer fraud, forgery, voluntary parting, funds transfer, fraud or misappropriation of funds by Implementer Researcher or its agents, employees, affiliates, and ImplementerResearcher’s Subcontractors, and all reasonable attorneys’ fees and costs related thereto. EXCEPT AS SET FORTH BELOW, UNDER NO CIRCUMSTANCES WILL THE IMPLEMENTERRESEARCHER, ADMINISTRATOR, THE CONTRACT ADMINISTRATOR OR THE COMMISSION BE LIABLE TO THE OTHERS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF OPPORTUNITY, ETC. Notwithstanding the foregoing, this exclusion shall not be applicable to the Implementer Researcher in the event of the negligence, willful misconduct, misappropriation of funds or other activity against which the Implementer Researcher indemnifies the Administrator, Contract Administrator and the Commission for the occurrence of an Incident or under breach of confidentiality or data security provisions set forth in this Agreement, by the Administrator or its officers, agents, employees, affiliates, Subcontractors and/or ImplementersResearchers.