Consultant Indemnification. Consultant shall fully protect, indemnify and defend District and hold it harmless from and against all claims, demands, liens, damages, causes of action and liabilities of any and every nature whatsoever, under any theory of recovery including, but not limited to, negligence or strict liability for injury to property or for injury to or death of a person, actions arising under §00 X.X.X.X. Section 1983 and §00 X.X.X.X. Section 1681, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incident to Consultant’s performance of the terms of this Contract, by any person or entity regardless of cause or of any fault or negligence or strict liability of District, alone or in conjunction with any other person or entity. Consultant shall reimburse District for all expenses, losses, liabilities, fines, penalties and claims of every type, including reasonable attorney's fees, imposed on or incurred by District hereunder. It is the intention and purpose of the parties by this provision to satisfy the requirements set forth by the Courts of Texas regarding indemnity Contracts and the "express negligence rule".
Consultant Indemnification. To the fullest extent permitted by law, Consultant shall be liable for and shall defend, save, indemnify, and hold harmless the Municipality, its elected and appointed officials, employees and volunteers and others working on behalf of the Municipality, from and against any and all claims, demands, suits, costs (including reasonable legal costs), expenses, and liabilities by reason of personal injury, including bodily injury or death and/or property damage to the extent that any such injury, loss or damage is caused by the negligence or breach of duty of Consultant or any officer, employee, representative, or agent of Consultant.
Consultant Indemnification. Consultant shall be liable for, and agrees to pay, any and all debts, claims, demands, liabilities, expenses, losses, injuries, damages and reasonable attorneys’ fees arising out of Consultant's gross negligence in performing the services described in this Agreement. Further, Consultant shall indemnify and hold Company harmless from and against any and all debts, claims, demands, liabilities, expenses, losses, injuries, damages for injury to or death of persons, including, but not limited to, Consultant's employees, if any, and customers and employees of Company, and damages or destruction to property, including, but not limited to, property of Company, resulting, in any manner, from Consultant's gross negligence in performing the services described in this Agreement.
Consultant Indemnification. Consultant agrees to defend, indemnify, save and hold harmless the Company and its subsidiaries, and each of their respective officers, members, managers, employees, agents and representatives against any liability caused by Consultant’s failure to comply with any local tax laws and regulations, any claim that Consultant is an employee of the Company or any act of Consultant not expressly authorized under this Agreement as part of the Services.
Consultant Indemnification. Consultants agree to indemnify and hold harmless Client, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that it is based upon a claim that: (i) if true, would constitute a breach of any of Consultants' representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Consultants; or (iii) any of the Consultants Materials, Deliverables or services to be provided by Consultants hereunder infringes or violates any patents, copyrights, trade secrets, licenses, or other property rights of any third party.
Consultant Indemnification. Subject to the terms and conditions of this Agreement, Consultant shall protect, defend, indemnify and hold harmless Cyclerion and its present and former affiliates, directors, officers, employees, agents, licensors, successors and assigns from and against any loss, liability or expense incurred in connection with a claim, demand, action, suit or proceeding brought by a third party (a “Claim”), arising from or related to (i) any breach by Consultant of any of its obligations, representations or warranties under this Agreement, (ii) the negligence, willful misconduct or fraud by Consultant in performing its obligations under this Agreement, or (iii) any third party claim that any Deliverable infringes any patent, trade secret, copyright, trademark or any other proprietary right of any person; provided, however, that Consultant shall have no such obligation with respect to any Claim to the extent that such Claim arises from the negligence, willful misconduct or fraud by Cyclerion (or its directors, employees or agents), or the breach by Cyclerion of any of its obligations under this Agreement.
Consultant Indemnification. In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Consultant and its Subconsultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Consultant and its Subconsultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the instruments of Service under this Section 7.4.
Consultant Indemnification. Consultant agrees to defend, indemnify and shall hold harmless Customer against all third-party claims, suits, actions, liability, damages and losses (including reasonable and actual attorney’s fees and court costs) arising from or in connection with any allegations that the Services performed infringe any U.S. patent, copyright, trademark, trade secret, or violates any other proprietary right of a third party. Consultant’s obligations under this Section 11 are conditioned upon: (a) Customer promptly notifying Consultant in writing of any such claim, provided any failure to provide such prompt notice shall only alter Consultant’s obligations to the extent Consultant is materially prejudiced thereby; (b) Customer’s cooperation with Consultant in all reasonable respects in connection with the investigation and defense of any such claim; and (c) Consultant having sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise, provided any final settlement shall require Customer’s consent (which shall not be unreasonably withheld) if the final settlement or compromise does not provide for the unconditional and full release of the Customer or if the final settlement or compromise requires the specific performance of Customer. Should Consultant’s performance of Services become, or in Consultant’s opinion be likely to become, the subject of such a claim described in the first sentence of this Section 11, Customer will permit Consultant, at Consultant’s option and expense, either to: (1) procure for Customer the right to continue its performance of the Services related to the infringement allegation; (2) replace or modify the Services related to the infringement allegation so that Consultant’s performance of Services related to the infringement allegation no longer infringes or violates the intellectual property rights of any third party, provided such replaced or modified Services at issue provides at least equivalent functionality and comparable performance characteristics; or (3) terminate this Agreement and grant to Customer a refund, on a pro-rata basis, of all applicable prepaid fees for Services related to the infringement allegation during the applicable Term. In all events, Customer shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing at Customer’s own cost. Notwithstanding any provision herein to the contrary, Consultant shall have no oblig...
Consultant Indemnification. Consultant shall indemnify, defend and hold harmless City, its directors, officers, employees, and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing (the “City Indemnitees”) from and against all losses, claims, obligations, demands, assessments, fines and penalties (whether civil or criminal), liabilities, expenses and costs (including reasonable fees and disbursements of legal counsel and accountants), bodily and other personal injuries, damage to tangible property, and other damages, of any kind or nature, suffered or incurred by a City Indemnitee directly or indirectly arising from or related to: (1) any negligent or intentional act or omission by Consultant or its representatives in the performance of Consultant’s obligations under this Agreement, or (2) any material breach in a representation, warranty, covenant or obligation of Consultant contained in this Agreement.
Consultant Indemnification. Company agrees that if Consultant is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Proceeding"), by reason of the fact that she is or was a consultant to Company under this Agreement, Consultant shall be indemnified and held harmless by Company to the fullest extent permitted or authorized by applicable law and its organizational documents, against all cost, expense, liability and loss (including, without limitation, advancement of attorneys' and other fees and expenses) reasonably incurred or suffered by Consultant in connection therewith, and such indemnification shall continue as to Consultant even after termination of this Agreement and shall inure to the benefit of Consultant's heirs, executors and administrators.
