Common use of Google Contractor Indemnification Clause in Contracts

Google Contractor Indemnification. Google shall defend, indemnify, and hold harmless each U of M Indemnitee (provided, that Google shall not hold harmless a U of M Indemnitee for claims for which Google is not actually indemnifying such U of M Indemnitee) from and against any claim by any person or entity (including without limitation any claim by any employee, contractor, subcontractor, or agent of Google) based on: (1) any actual or alleged personal injury, death, or property damage suffered by any of Google’s directors, officers, employees, contractors, subcontractors, or agents in connection with performing work under this Agreement; or (2) any actual or alleged status of any such person as an employee, contractor, subcontractor, or agent either of a U of M Indemnitee alone or of a U of M Indemnitee together with Google or any contractor, subcontractor, or agent of Google as a result of any work performed under this Agreement, or any benefit to which any such person may be entitled as a result of such status; provided that the indemnity under this clause (2) will not apply to any claim to the extent it results from U of M knowingly creating or establishing the relationship of employer to such persons by, among other things, intentionally exercising direction, supervision, or control over such persons or by knowingly providing benefits to such persons. The foregoing indemnification under clause (1) excludes any such claim to the extent arising from the willful misconduct or negligence of U of M, its Regents, employees, contractors, or agents.