Common use of Indemnification and Hold Harmless Clause in Contracts

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by the negligent or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent, lossesintentional act or willful act or omission of LEA, finesincluding, penalties without limitation, its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the State of California, that the self-insurance covers district employees acting within the course and scope of their respective duties and that its self-insurance covers the performance of the Work and the LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance thereof, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent, lossesintentional act or willful act or omission of LEA, finesincluding, penalties without limitation, its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the State of California, that the self-insurance covers district employees acting within the course and scope of their respective duties and that its self-insurance covers the performance of the Work and the LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent or willful act or omission of LEA, lossesincluding, fineswithout limitation, penalties its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the state of California, that the self- insurance covers district employees acting within the course and scope of the performance of the Work their respective duties and the that its self-insurance covers LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by the negligent or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance thereof, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent, lossesintentional act or willful act or omission of LEA, finesincluding, penalties without limitation, its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the State of California, that the self-insurance covers district employees acting within the course and scope of their respective duties and that its self-insurance covers the performance of the Work and the LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility To the fullest extent permitted by law, CONTRACTOR (defined for and this paragraph to include its managers, trustees, officers, agents, members, employees, affiliates, contractors, subcontractors, or any other legal person for whom CONTRACTOR bears legal responsibility) shall defend, indemnify indemnify, and hold the Citysave harmless LEA and its State Trustee, its Superintendent, Governing Board, officers, agents, employees members, employees, affiliates, sub-contractors, volunteers, and officials (hereinafter “Indemnitee”) harmless representatives, and each of them, of and from any and all claims, demands, suits, causes of actions, damages, penalties, violations of employee occupational health and safety laws, costs, expenses, attorneys fees, losses, finesor liability for property damage, penalties personal injuries to include, but not limited to, bodily injury, emotional injury or liabilitiesdistress, including loss sickness, or disease) or death of usepersons, in law or in equity, of every kind and nature whatsoever arising fromout of alleged to have arisen out of, resulting or relating in any manner directly or indirectly from or connected with or in the course of the way to CONTRACTOR’S performance of the Work and Master Contract, or from the obligations hereinnegligence, including without limitation claims recklessness, or intentional acts or omissions of subcontractors and suppliers contracting with Contractorthe CONTRACTOR. ContractorCONTRACTOR’s obligation to defenddefend and indemnify shall apply regardless of whether the LEA is passively or actively negligent. The obligation of the CONTRACTOR to defend the LEA in any suit or action shall arise immediately upon the CONTRACTOR being notified by the LEA of any claims, indemnify and hold Indemnitee harmless shall includedemands, but is not be limited tosuits, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, or causes of action that allege facts that would give rise to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended conditioned upon any finding of fault or on the outcome of the litigation to be defended. CONTRACTOR shall indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the extent that such loss, expense, damage or liability was caused by sole negligence or willful misconduct of CONTRACTOR, including, without limitation, its agents, employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and LEA Indemnities). The parties agree that if there is a disputed IDEA matter where the LEA is required to pay ascertainable monetary damages, including but not limited to attorneys’ fees, for a time period the student is under the custody, care or control of CONTRACTOR, CONTRACTOR shall reimburse the LEA those ascertainable damages, which were incurred by the LEA as a benefit result of CONTRACTOR’s failure to any third party. Furtherperform or provide services for said student, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type within thirty (30) days of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiateda formal written request. The partial or complete invalidity LEA shall notify the CONTRACTOR within 45 calendar days of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreementa claim being filed.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to To the fullest extent permitted by law, even though Contractor shall indemnify, defend and hold harmless the Park District and its officers, officials, employees, volunteers and agents from and against all claims, damages, losses and expenses including but not limited to legal fees (attorney’s and paralegals’ fees and court costs), arising out of or resulting from the performance of Contractor’s performance of the Work, provided that any such claims may prove claim, damage, loss or expense (i) is attributable to be falsebodily injury, groundlesssickness, disease or death, or fraudulentinjury to or destruction of tangible property, subject only other than the work itself, including the loss of use resulting there from and (ii) is caused in whole or in part by any wrongful or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Paragraph. Contractor shall similarly protect, indemnify, defend and hold and save harmless the limitations provided belowPark District, its officers, officials, employees, volunteers and agents against and from any and all claims, costs, causes, actions and expenses including but not limited to legal fees, incurred by reason of Contractor’s breach of any of its obligations under, or Contractor’s default of, any provision of this Agreement. Nothing contained herein shall be construed as prohibiting the District, its officers, employees or agents from defending, through the selection and use of their own agents, attorneys and experts, any claims, suits, demands, proceedings or actions brought against them. The District’s participation in its defense shall not remove the Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) indemnify, defend and hold the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligenceDistrict harmless as set forth herein. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the The indemnification obligation under this Contract required hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance reason of the provisions shall be considered reformed to reflect the intent enumeration of insurance coverage herein provided. Contractor’s indemnification of the parties to the greatest extent possible consistent with the law. The provisions of this section Park District shall survive the termination or expiration of this the Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall Entity shall, at its sole expense, defend, indemnify and hold the Cityharmless City and its officers, its agents, employees and officials (hereinafter “Indemnitee”) harmless employees, from any and all claims, demandsactions, damagessuits, liability, loss, costs, attorney's fees and costs of litigation, expenses, lossesinjuries, finesand damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, penalties errors or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or omissions in the course of the performance of the Work services provided by Entity, Entity's agents, subcontractors, subconsultants and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, employees to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s Entity's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of bodily injury to persons or damage to property such services caused by or resulting from: (a) from the sole negligence of Indemnitee City or (b) City's agents or employees pursuant to RCW 4.24.115. Entity's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (ia) Indemnitee, its City or City’s agents or employees employees, and (iib) ContractorEntity, its agents or employees with such liability limited Entity's agents, subcontractors, subconsultants and employees, shall apply only to the extent of Contractor or Contractor’s agents or employees negligencethe negligence of Entity, Entity's agents, subcontractors, subconsultants and employees. RCW 4.24.115 Contractor Entity's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related expenses. Entity specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity . These indemnification obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers' compensation acts, disability benefits benefit acts, or other employee benefits acts. This Provided, that Entity's waiver of immunity under this provision extends only to claims against Entity by City, and does not include, or extend to, any claims by Entity's employees directly against Entity. Entity hereby certifies that this indemnification provision was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, Page 4 of penalties or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and TENANT shall defend, indemnify and hold the CityLANDLORD and LANDLORD’S agents, its agentsofficers, directors, employees and officials (hereinafter “Indemnitee”) contractors, harmless against and from any and all claimsinjuries, demandscosts, expenses, liabilities, losses, damages, expensesinjunctions, lossessuits, actions, fines, penalties penalties, and demands of any kind or liabilitiesnature (including reasonable attorneys fees) arising in connection with any and all third party claims arising out of (a) injuries occurring within the Leased Premises; (b) any intentional acts or negligence of TENANT or TENANT’s agents, including loss of use, arising from, resulting employees or contractors; (c) the breach or default in any manner directly or indirectly from or connected with or in the course of the performance of any obligations on TENANT’s part to be performed under this Lease, or (d) the Work and failure of any representation or warranty made by TENANT herein to be true when made. This indemnity does not include the obligations hereinintentional or negligent acts or omissions of LANDLORD or its agents, including without limitation claims officers, contractors or employees. This indemnity shall survive termination of subcontractors and suppliers contracting with Contractorthis Lease. Contractor’s obligation to LANDLORD shall defend, indemnify and hold Indemnitee TENANT and TENANT’s agents, officers, directors, employees and contractors, harmless shall includeagainst and from any and all injuries, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert feesexpenses, court costsliabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable attorneys fees) arising in connection with any and all other claim-related expenses, to the fullest extent permitted by law, even though such third party claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) injuries occurring in the sole negligence common areas or any other portion of Indemnitee or the Shopping Center outside the Leased Premises; (b) the concurrent any intentional acts or negligence of LANDLORD or LANDLORD’S agents, employees or contractors; (ic) Indemnitee, its agents the breach or employees and (ii) Contractor, its agents or employees with such liability limited default in the performance of any obligations on LANDLORD’S part to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation performed under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits actsLease, or other employee benefits acts(d) the failure of any representation or warranty made by LANDLORD herein to be true when made. This waiver was mutually negotiatedindemnity does not include the intentional or negligent acts or omissions of TENANT or its agents, officers, contractors or employees. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section This indemnity shall survive termination of this AgreementLease.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall The DEVELOPER agrees to defend, indemnify indemnify, and hold the Cityharmless WSDOT, including its officers, employees, and agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties and/or liabilities to or liabilities, including loss of use, by third parties arising from, resulting in any manner directly or indirectly from from, or connected with with, acts or in omissions performed or to be performed under this Agreement by the course DEVELOPER, its agents, employees, contractors, subcontractors, consultants, and suppliers of the performance of the Work and the obligations hereinany tier, including without limitation claims acts or omissions of subcontractors DEVELOPER's invitees and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenseslicensees, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, law and subject only to the limitations provided below. Contractor’s The DEVELOPER's duty to defend and indemnify WSDOT, including its officers, employees, and agents, shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) from the sole negligence of Indemnitee WSDOT, including its officers, employees, and agents. The DEVELOPER's duty to defend and indemnify WSDOT, including its officers, employees, and agents, and shall not apply to liability for damages arising out of bodily injury to persons or (b) damage to property caused by or resulting from the concurrent negligence of (ia) IndemniteeWSDOT, including its officers, employees, and agents, and (b) the DEVELOPER, its agents or employees employees, contractors, subcontractors, and (ii) Contractorsuppliers of any tier, its agents or employees with such liability limited and invitees and licensees, and shall apply only to the extent of Contractor or Contractor’s agents or employees negligencenegligence of the DEVELOPER, its agents, employees, contractors, subcontractors, and suppliers of any tier, invitees and licensees. RCW 4.24.115 Contractor The DEVELOPER specifically and expressly and by mutual agreement waives any immunity that may be granted it under the worker’s compensation laws under the Washington State WSDOT Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers' compensation acts, disability benefits acts, or other employee benefits acts. This ; provided, the DEVELOPER's waiver was mutually negotiated. The partial or complete invalidity of any one or more immunity by the provisions of this Section shall extends only to claims against the DEVELOPER by WSDOT, and does not affect include, or extend to, any claims by the validity or continuing force DEVELOPERS's employees directly against the DEVELOPER. This indemnification and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section waiver shall survive the termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for 6.1 Subject to Vendor’s limitations on liability and related damages, costs, and attorney fees, as set forth in Attachment F which shall defendcontrol in the event of a conflict with this Agreement, indemnify Vendor agrees that it shall indemnify, defend and hold the Cityharmless Lead Contracting Agency, its agentsrespective officials, directors, employees and officials agents (hereinafter collectively, the “IndemniteeIndemnitees”) harmless ), from and against any and all damages, claims, demands, damageslosses, expenses, lossescosts, finesobligations and liabilities (including without limitation reasonable attorney’s fees), penalties or liabilities, including loss of use, arising from, resulting in any manner suffered directly or indirectly from or connected with or in the course by any of the performance Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the Work and negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations hereinof Vendor under this Agreement or Vendor’s performance under this Agreement, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless(vi) any Employee Taxes or Unemployment Insurance, or fraudulent(vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, subject only to the limitations provided belowcopyright, trademark, trade secret or other intellectual property interest. Contractor’s duty Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to liability for damages arising out the breach of bodily injury to persons this Agreement by, or damage to property caused by negligence or resulting from: (a) the sole negligence of Indemnitee willful misconduct of, Lead Contracting Agency or (b) the concurrent negligence of (i) Indemniteeits officials, its directors, employees, agents or employees contractors. The amount and (ii) Contractor, its agents or employees with such liability limited to type of insurance coverage requirements set forth herein will in no way be construed as limiting the extent scope of Contractor or Contractor’s agents or employees negligencethe indemnity in this paragraph. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s The indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation of Vendor under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section Article shall survive the expiration or termination of this AgreementAgreement for two years.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall CIC shall, at its sole expense, defend, indemnify and hold the Cityharmless City and its officers, its agents, employees and officials (hereinafter “Indemnitee”) harmless employees, from any and all claims, demandsactions, damagessuits, liability, loss, costs, attorney's fees and costs of litigation, expenses, lossesinjuries, finesand damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, penalties errors or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or omissions in the course of the performance of the Work services provided by CIC, CIC's agents, subcontractors, subconsultants and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, employees to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s CIC's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of bodily injury to persons or damage to property such services caused by or resulting from: (a) from the sole negligence of Indemnitee City or (b) City's agents or employees pursuant to RCW 4.24.115. CIC's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (ia) Indemnitee, its City or City’s agents or employees employees, and (iib) ContractorCIC, its agents or employees with such liability limited CIC's agents, subcontractors, subconsultants and employees, shall apply only to the extent of Contractor or Contractor’s agents or employees negligencethe negligence of CIC, CIC's agents, subcontractors, subconsultants and employees. RCW 4.24.115 Contractor CIC's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related expenses. CIC specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity . These indemnification obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers' compensation acts, disability benefits benefit acts, or other employee benefits acts. This Provided, that CIC's waiver of immunity under this provision extends only to claims against CIC by City, and does not include, or extend to, any claims by CIC's employees directly against CIC. CIC hereby certifies that this indemnification provision was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, TPL shall defend, indemnify and hold TJJD and its board members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“TJJD Indemnitees”) harmless against all liability, loss, damage, and expense (including reasonable attorney fees) resulting from or arising out of this Agreement or its performance, to the Cityextent that such loss, expense, damage, or liability was proximately caused by negligence or the intentional/willful act or omission of TPL, including, without limitation, its agents, employees employees, Subcontractors, or anyone employed directly or indirectly by it (excluding TJJD and officials TJJD Indemnitees). To the fullest extent allowed by law, TJJD shall indemnify and hold TPL and its board members, administrators, employees, agents, attorneys, and contractors (hereinafter “IndemniteeTPL Indemnitees”) harmless against all liability, loss, damage, and expense (including reasonable attorney fees) resulting from any and all claimsor arising out of this Agreement or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage, lossesor liability was proximately caused by negligence or the intentional/willful act or omission of TJJD, finesincluding, penalties without limitation, its agents, employees, subcontractors, or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected with or in the course of the performance of the Work by it (excluding TPL and the TPL Indemnitees). The foregoing obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting fromare conditioned upon: (a) prompt written notice by the sole negligence indemnified party to the indemnifying party of Indemnitee any claim, action, or demand for which indemnity is claimed; (b) complete control of the concurrent negligence defense and settlement thereof by the indemnifying party, provided that no settlement of (i) Indemniteean indemnified claim shall be made without the consent of the indemnified party, its agents such consent not to be unreasonably withheld or employees delayed; and (iic) Contractorreasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense. In no event will TPL be liable for any incidental damages, its agents consequential damages, or employees with such liability limited any lost profits arising from or relating to this Agreement or to the extent services provided pursuant to this Agreement, whether in contract or tort or otherwise, even if TPL knew or should have known of Contractor or Contractorthe possibility of such damages. TPL’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under cumulative liability relating to this Agreement will not exceed the worker’s compensation laws under actual fees paid by TJJD to TPL during the Washington State Industrial Insurance Actschool year for three (3) months immediately preceding the date on which a claim is made, Title 51 RCW; provided that such waiver amount shall be expressly limited to Contractor’s indemnity obligations herein under no circumstances exceed ten thousand dollars ($10,000). TJJD acknowledges that this Agreement reflects an adequate and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type acceptable allocation of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force risk and effect of any other provision. If any provision is invalidthat, in whole or in part, the balance absence of the provisions shall be considered reformed to reflect foregoing limitations, TPL would not enter into the intent Agreement. TJJD represents that it is self-insured in compliance with the laws of the parties to state of TX, that the greatest extent possible consistent with self- insurance covers district employees acting within the law. The provisions course and scope of this section shall survive termination of their respective duties, and that its self-insurance covers TJJD’s indemnification obligations under this Agreement.

Indemnification and Hold Harmless. 17.1 Contractor assumes responsibility for and shall agrees to defend, indemnify and hold harmless the CitySpokane Housing Authority dba SHA, its subsidiaries, affiliates, officers, agents, employees employees, Commissioners, successors, assigns, and officials (hereinafter “Indemnitee”) harmless authorized legal representatives from any and all claims, demands, damages, expenses, losses, fines, penalties losses and liabilities to or liabilities, including loss of use, by third parties arising from, resulting in any manner directly or indirectly from or connected with services performed or in the course of the performance of the Work and the obligations hereinto be performed under this Contract by Contractor, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defendits subcontractors, indemnify and hold Indemnitee harmless shall includeits suppliers, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by lawits agents or its employees, even though such claims may prove to be false, groundless, groundless or fraudulent, to the fullest extent permitted by law and subject only to the limitations provided below. Contractor’s duty to indemnify SHA shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting fromfrom the sole negligence of SHA or its agents or employees. Contractor shall have a duty to indemnify SHA for liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of: (a) the sole negligence of Indemnitee Contractor or its agents or employees, and (b) the concurrent negligence of (i) Indemnitee, SHA or its agents or employees and (ii) Contractoremployees, its agents or employees with such liability limited but only to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided , or under any other applicable worker’s compensation act that such waiver shall be expressly limited may apply to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third partythe work. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits benefit acts, or other employee benefits acts. This , provided Contractor’s waiver was mutually negotiated. The partial or complete invalidity of any one or more immunity by the provisions of this Section paragraph extends only to claims against Contractor by SHA, and does not include, or extend to, any claims by Contractor’s employees directly against Contractor. Defense cost recovery shall not affect the validity or continuing force include all fees (of attorneys and effect of any other provisionexperts), and costs and expenses incurred in good faith. If any provision is invalidIn addition, in whole or in part, the balance of the provisions SHA shall be considered reformed entitled to reflect the intent recover compensation for all of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreementits in-house expenses (including materials and labor) consumed in its defense.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Agreement or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). To the fullest extent allowed by law, LEA shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Agreement or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent or willful act or omission of LEA, lossesincluding, fineswithout limitation, penalties its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected with or in the course of the performance of the Work and the by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). The foregoing obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting fromare conditioned upon: (a) prompt written notice by the sole negligence indemnified party to the indemnifying party of Indemnitee any claim, action or demand for which indemnity is claimed; (b) complete control of the concurrent negligence defense and settlement thereof by the indemnifying party, provided that no settlement of (i) Indemniteean indemnified claim shall be made without the consent of the indemnified party, its agents such consent not to be unreasonably withheld or employees delayed; and (iic) Contractorreasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense. In no event will CONTRACTOR be liable for any incidental damages, its agents consequential damages, or employees with such liability limited any lost profits arising from or relating to this Agreement or to the extent services provided pursuant to this Agreement, whether in contract or tort or otherwise, even if CONTRACTOR knew or should have known of Contractor or Contractorthe possibility of such damages. CONTRACTOR’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under cumulative liability relating to this Agreement will not exceed the worker’s compensation laws under actual fees paid by LEA to CONTRACTOR during the Washington State Industrial Insurance Act, Title 51 RCWschool year for three (3) months immediately preceding the date on which a claim is made; provided that such waiver amount shall be expressly limited to Contractor’s indemnity obligations herein under no circumstances exceed $10,000. LEA acknowledges that this Agreement reflects an adequate and shall not be intended as a benefit to any third party. Further, acceptable allocation of risk and that in the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance absence of the provisions shall be considered reformed to reflect foregoing limitations CONTRACTOR would not enter into this Agreement. LEA represents that it is self-insured in compliance with the intent laws of the parties to state of California, that the greatest extent possible consistent with self-insurance covers district employees acting within the law. The provisions course and scope of this section shall survive termination of their respective duties, and that its self-insurance covers LEA’s indemnification obligations under this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall Little Free Library agrees to indemnify, defend, indemnify and hold harmless You from and against any claims of trademark infringement concerning the Cityuse of the Marks in the United States of America. Little Free Library shall choose counsel to defend the claim, and all costs of such counsel shall be borne by Little Free Library. You may, at Your sole option and expense, engage Your own separate counsel to act as co-counsel on Your behalf. The exercise by You of Your option to select co-counsel shall in no way limit or modify Little Free Library’s obligations set forth in this Section. Except for a trademark infringement claim based on Your use of the Marks in the United States of America, You agree to indemnify, defend and hold harmless Little Free Library, its affiliates, related companies, shareholders, directors, officers, employees, agents, employees successors and officials assigns (hereinafter collectively the “IndemniteeIndemnified Parties”) harmless ), from and against any and all claims, demands, damages, expenses, losses, finesliabilities, penalties or liabilitiesand damages of whatever kind, including loss of usereasonable costs, expenses and attorneys’ fees, arising fromout of: (1) Your promotion, resulting in any manner directly marketing, advertisement, or indirectly from or connected with or in the course use of the performance Marks; (2) the promotion, marketing, advertisement, or use of the Work Marks by any third party as permitted under this Agreement; and (3) Your negligence relating to the obligations hereinpromotion, including without limitation claims marketing, advertisement, or use of subcontractors and suppliers contracting with Contractorthe Marks. Contractor’s obligation You shall choose counsel to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costsdefend the claim, and all other claim-related expenses, to the fullest extent permitted by law, even though costs of such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver counsel shall be expressly limited borne by You. Little Free Library may, at its sole option and expense, engage its own separate counsel to Contractor’s indemnity obligations herein and shall not be intended act as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation co-counsel on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiatedLittle Free Library's behalf. The partial exercise by Little Free Library of its option to select co-counsel shall in no way limit or complete invalidity of any one or more provisions of modify Your obligations set forth in this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementSection.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold the CitySELPA, each LEA for whom services are provided pursuant to this Agreement, and their respective Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (SELPA/XXX Xxxxxxxxxxx) harmless against all liability, loss, damage and expense (including reasonable attorneys’ Fees) resulting from or arising out of this Master Contract (including ISAs) or its performance, to the extent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claimsemployees, demands, damages, expenses, losses, fines, penalties subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected with or in the course of the performance of the Work by it (excluding SELPA/LEA and the obligations herein, including without limitation claims of subcontractors SELPA/LEA Indemnities). The duty and suppliers contracting with Contractor. Contractor’s obligation to defenddefend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. To the fullest extent allowed by law, XXX shall indemnify and hold Indemnitee harmless shall includeCONTRACTOR and its Board Members, but is not be limited toadministrators, Indemnitee’s personnel-related costsemployees, attorney and expert feesagents, court costsattorneys, and subcontractors (CONTRACTOR Indemnitees) harmless against all other claim-related expensesliability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract (including ISAs) or its performance, to the fullest extent permitted by lawthat such loss, even though such claims may prove to be falseexpense, groundless, damage or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property was proximately caused by the negligence, intentional act or resulting from: willful act or omission of LEA, including, without limitation, its agents, employees, subcontractors or anyone employed directly or indirectly by it (a) the sole negligence of Indemnitee or (b) the concurrent negligence of excluding CONTRACTOR and/or any CONTRACTOR Indemnitees). The indemnified Part will (i) Indemniteegive the indemnifying Party prompt written notice of any Claim; provided, however, that failure to provide such notice shall not relieve the indemnifying Party of its agents liabilities or employees and (ii) Contractorobligations hereunder, its agents or employees with such liability limited except solely to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended material prejudice as a benefit direct result of such failure; (ii) permit the indemnifying Party to select counsel (but with the indemnified Party’s advice and input) and to control the defense and settlement of the Claim; provided, however, that the indemnifying Party may not settle any third partyClaim or take any other action to the extent such settlement or other action would materially adversely impact the indemnified Party’s rights, obligations or business operations without the indemnified Party’s prior written consent. Further, the indemnified Party, at its own cost and expense, may participate in the defense of the Claim through counsel of its own choosing. As a condition precedent to the indemnification obligation obligations set forth in this section, the party seeking indemnification is required to provide written notice to the other party as soon as reasonably practicable, but in no event later than ten (10) business days following the date that the party seeking indemnification knew or should reasonably have known about such liability or potentially liability. XXX represents that it is self-insured in compliance with the laws of the State of California, that the self-insurance covers LEA employees acting within the course and scope of their respective duties and that its self-insurance covers the LEA’s indemnification obligations under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for The CONTRACTOR shall indemnify, hold harmless and shall defenddefend the Fresno COG, indemnify CHP, CALTRANS, State of California, and hold the City, its their agents, employees employees, officers, officials, and officials (hereinafter “Indemnitee”) harmless volunteers, from any and against all liability, claims, demands, damages, expenses, losses, finesactions, penalties and expenses including, but not by way of limitation, attorney’s fees, of whatsoever nature, including, but not by way of limitation, those made on account of bodily injury to or liabilitiesdeath of any person, including employees and parties who would be indemnified and held harmless, or damage to or loss of useuse of property, including property of the indemnities, or those arising from any violation or claimed violation by CONTRACTOR of federal, State, or local wage or hour regulations, arising out of, or resulting from, resulting in any manner the acts, or omissions to act, of the CONTRACTOR, its subcontractors, anyone directly or indirectly from employed by any of them, or connected with or anyone for whose acts any of them are liable in the performance of their work, whether occurring during the course of the performance contract, or after its completion, unless caused solely by the gross negligence or willful misconduct of the Work parties to be indemnified or held harmless. This Indemnity and Hold Harmless agreement shall survive termination of the obligations hereincontract or final payment hereunder. This Indemnity and Hold Harmless agreement is in addition to any other rights or remedies which the indemnified parties may have under the law or under the contract. In the event of any claim or demand made against any party which is entitled to be indemnified or held harmless hereunder, including without limitation claims Fresno COG may in its sole discretion reserve, retain, or apply any monies due to the CONTRACTOR under the contract for the purpose of subcontractors and suppliers contracting resolving such claims, provided, however, that Fresno COG may release its funds, if the CONTRACTOR provides Fresno COG with Contractorreasonable assurance of protection of the indemnified parties’ interests. Contractor’s Fresno COG shall in its sole discretion determine whether such assurances are reasonable. CONTRACTOR’S obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove parties to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees indemnified and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and held harmless shall not be intended as a benefit to any third party. Furtherlimited, the indemnification obligation under this Contract shall not be limited in any way way, by any limitation on the amount or type of damages, compensation compensation, or benefits payable to by or for any third party the CONTRACTOR, or its subcontractors, under workers compensation actsWorkers’ Compensation Acts, disability benefits actsDisability Benefit Acts, or other employee benefits acts. This waiver was mutually negotiated. The partial Employee Benefit Acts or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementInsurances.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall 11.1 The TRIBE agrees to defend, indemnify indemnify, and hold harmless the CityState of Washington, including its officers, employees, and agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties and/or liabilities to or liabilities, including loss of use, by third parties arising from, resulting in any manner directly or indirectly from from, or connected with with, acts or in omissions performed or to be performed under this Agreement by the course TRIBE, its agents, employees, contractors, subcontractors, consultants, and suppliers of the performance of the Work and the obligations hereinany tier, including without limitation claims acts or omissions of subcontractors TRIBE’s invitees and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenseslicensees, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, law and subject only to the limitations provided below. ContractorThe TRIBE’s duty to defend and indemnify the State of Washington, including its officers, employees, and agents, shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) from the sole negligence of Indemnitee the State of Washington, including its officers, employees, and agents. The TRIBE’s duty to defend and indemnify the State of Washington, including its officers, employees, and agents, for liability for damages arising out of bodily injury to persons or (b) damage to property caused by or resulting from the concurrent negligence of (ia) Indemniteethe State of Washington, including its officers, employees, and agents, and (b) the TRIBE, its agents or employees employees, contractors, subcontractors, and (ii) Contractorsuppliers of any tier, its agents or employees with such liability limited and invitees and licensees, shall apply only to the extent of Contractor or Contractor’s agents or employees negligencenegligence of the TRIBE, its agents, employees, contractors, subcontractors, and suppliers of any tier, invitees and licensees. RCW 4.24.115 Contractor The TRIBE specifically and expressly and by mutual agreement waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers’ compensation acts, disability benefits acts, or other employee benefits acts. This ; provided, the TRIBE’s waiver was mutually negotiated. The partial or complete invalidity of any one or more immunity by the provisions of this Section shall extends only to claims against the TRIBE by WSDOT, and does not affect include, or extend to, any claims by the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, TRIBE’s employees directly against the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementTRIBE.