Common use of Developer’s Indemnity Clause in Contracts

Developer’s Indemnity. Developer agrees to indemnify, defend and hold harmless each Owner and its Affiliates and their respective partners, shareholders, directors, Owners, Owners' managing directors, managers, officers, members, employees, agents, successors and assigns (collectively, "Owner Indemnitees") from and against any and all Claims due to Developer's or Developer's employees and agents (which for purposes of this Agreement shall under no circumstances include the Construction Contractor or any independent contractors, consultants or other similar third parties retained by Developer pursuant to this Agreement) willful and material breach of this Agreement, or gross negligence ("Indemnified Owner Matters"). Developer agrees to reimburse Owner Indemnitees for and indemnify Owner Indemnitees against the payment of any monies which Owner Indemnitees are required to pay out in connection with or as any expense (including, without limitation, reasonable attorneys' fees) in defense of any Claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against Developer, Owner Indemnitees, or Owner Indemnitees and Developer jointly and/or severally, determined by a court of competent jurisdiction to have been due to, caused by, or arising out of the Indemnified Owner Matters.