Common use of Indemnification and Release Clause in Contracts

Indemnification and Release. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR PARENTS, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF OUR AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, FROM AND AGAINST ALL DAMAGES, CLAIMS, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) ARISING FROM OR RELATING TO YOUR ACCESS AND USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH BY YOU OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU TO THE SERVICES; (III) CONSTITUTE FRAUD OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU OF ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE TERMS THAT WE ARE NOT RESPONSIBLE. The indemnity and release contained in this section shall be in addition to the other indemnities and releases provided for in these Terms, in other agreements between the parties, or provided by applicable law.

Indemnification and Release. PROFESSIONAL AGREES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND SHALL INDEMNIFY AND HOLD HARMLESS US AND OUR PARENTSDEFEND XXXX, AFFILIATES, SUBSIDIARIESITS OFFICERS, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF OUR AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, EMPLOYEES (HEREINAFTER REFERRED TO AS THE “XXXX”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CLAIMSCAUSES OF ACTION, LIABILITIESSUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, LOSSES AND EXPENSES ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR PROFESSIONAL OR OR SUPPLIER COMMITTED BY THE THE PROFESSIONAL'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE PROFESSIONAL EXERCISES CONTROL (INCLUDINGCOLLECTIVELY PROFESSIONAL’S PARTIES). IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, WITHOUT LIMITATIONBOTH PROFESSIONAL AND OWNER, ATTORNEYSTHAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL TO INDEMNIFY AND PROTECT OWNER FROM THE CONSEQUENCES OF PROFESSIONAL’S PARTIES’ FEES) OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS THE PROFESSIONAL’S PARTIES’ INTENTIONAL TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR RELATING PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN THE PROFESSIONAL’S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE OWNER FROM WHICH THE OWNER IS INDEMNIFIED, PROFESSIONAL FURTHER AGREES AND COVENANTS TO YOUR ACCESS AND USE OF DEFEND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH ACTION OR PROCEEDING BY YOU OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU LEGAL COUNSEL ACCEPTABLE TO THE SERVICES; (III) CONSTITUTE FRAUD OWNER. THE INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU EXPIRATION OF ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE TERMS THAT WE ARE NOT RESPONSIBLETHIS AGREEMENT. The indemnity By this Agreement, XXXX does not consent to litigation or suit, and release contained in XXXX hereby expressly revokes any consent to litigation that it may have granted by the terms of this section Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be in addition construed so as to limit or waive BAWA’s sovereign immunity. Professional assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges BAWA, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the other indemnities and releases provided cost of defense thereof, for in these Termsany injury to or death of any person (whether they be either of the parties hereto, in other agreements between the partiestheir employees, or provided other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by applicable lawor alleged to be caused by, arising out of, or in connection with Professional's work to be performed hereunder. This release shall apply with respect to Professional’s work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance.

Indemnification and Release. TO THE MAXIMUM EXTENT PERMITTED a. NEITHER TRAVEL LIGHT BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR PARENTS, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERSVIRIDIAN OR ITS AFFILIATES WILL BE LIABLE FOR, AND EACH OF OUR I SHALL INDEMNIFY THEM AGAINST AND THEIR AFFILIATESRELEASE THEM FROM, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, FROM AND AGAINST ALL DAMAGESANY LIABILITY, CLAIMS, LIABILITIESDEMANDS, COSTSLOSSES, LOSSES INJURIES AND EXPENSES (INCLUDINGLIABILITIES OF ANY NATURE WHATSOEVER, WITHOUT LIMITATIONKNOWN OR UNKNOWN, ATTORNEYS’ FEES) FIXED OR CONTINGENT, WHICH I MAY NOW OR HEREINAFTER BE ENTITLED TO ASSERT, WHETHER CAUSED BY OR CONTRIBUTED TO, RELATING TO OR ARISING FROM MY (A) PURCHASE OF A MEMBERSHIP, (B) PARTICIPATION IN ANY MEMBER BENEFIT OR MEMBER BENEFIT ACTIVITY INCLUDING TRAVEL, (C) USE OR MISUSE OR FAILURE OR INABILITY TO USE ANY MEMBER BENEFIT AND/OR ANY OTHER ACTIVITIES I MAY CHOOSE TO CONDUCT DURING OR AFTER PURCHASING OR USING A MEMBER BENEFIT AND/OR (D) MY BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LIABILITIES AND CLAIMS RELATING TO YOUR ACCESS AND USE ANY DEATH, INJURY, LOSS OF THE SERVICESENJOYMENT, INCLUDING, WITHOUT LIMITATIONPROPERTY DAMAGE OR OTHER HARM OR LOSS OF ANY NATURE, ANY CLAIMS ALLEGING FACTS BASED ON PUBLICITY RIGHTS, PRIVACY RIGHTS, PERSONALITY RIGHTS, “MORAL RIGHTS” OR DEFAMATION, AND ANY AND ALL TAXES AND OTHER CHARGES OR DEBTS LEVIED, ASSESSED, OR COLLECTED, AND FURTHER INCLUDING ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. I VOLUNTARILY ASSUME ALL RISKS OF LOSS, DAMAGE OR INJURY THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH MAY BE SUSTAINED BY YOU OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE ME OR MISAPPROPRIATION OF INFORMATION, DATA, FILES MY PROPERTY OR OTHER MATERIALS SUBMITTED BY YOU TO THE SERVICES; (III) CONSTITUTE FRAUD ANY PROPERTY USING OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU OF PARTICIPATING IN ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE TERMS THAT WE ARE NOT RESPONSIBLE. The indemnity and release contained in this section shall be in addition to the other indemnities and releases provided for in these Terms, in other agreements between the parties, or provided by applicable lawMEMBER BENEFIT ACTIVITY.

Indemnification and Release. GRANTEE COVENANTS AND AGREES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, DEFEND HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THE LOAN DOCUMENTS AND/OR THE OPERATIONS, ACTIVITIES, AND SERVICES OF THE PROJECT DESCRIBED HEREIN; AND GRANTEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES, AND SERVICES OF THE PROJECT DESCRIBED HEREIN. GRANTEE LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS US CITY FROM AND OUR PARENTSAGAINST ANY AND ALL INJURY, AFFILIATESDAMAGE, SUBSIDIARIESOR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF GRANTEE OR ITS OFFICERS, MEMBERS, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERSEMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, AND EACH OF OUR PROJECT PARTICIPANTS. GRANTEE AGREES TO AND THEIR AFFILIATESSHALL RELEASE CITY, SUBSIDIARIESITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORSAND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, SHAREHOLDERSDEATH, EMPLOYEESDAMAGE, CONSULTANTS OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT. GRANTEE SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR AGREEMENTS AND SUBAGREEMENTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. THE INDEMNITY PROVIDED FOR ABOVE SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF CITY, ITS OFFICERS, AGENTS, FROM EMPLOYEES OR SEPARATE CONTRACTORS, AND AGAINST ALL DAMAGESIN THE EVENT OF JOINT AND CONCURRING NEGLIGENCE OR FAULT OF CITY AND GRANTEE, CLAIMSRESPONSIBILITY AND INDEMNITY, LIABILITIESIF ANY, COSTS, LOSSES AND EXPENSES (INCLUDINGSHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT LIMITATION, ATTORNEYS’ FEES) ARISING FROM OR RELATING WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO YOUR ACCESS CITY UNDER TEXAS LAW AND USE WITHOUT WAIVING ANY DEFENSES OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH BY YOU PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE OR MISAPPROPRIATION THIS SECTION ARE SOLELY FOR THE BENEFIT OF INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU TO THE SERVICES; (III) CONSTITUTE FRAUD OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU OF ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE TERMS THAT WE PARTIES AND ARE NOT RESPONSIBLEINTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. The indemnity and release contained in this section shall be in addition to the other indemnities and releases provided for in these Terms, in other agreements between the parties, or provided by applicable lawGRANTEE AND CITY ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE TERM OF THIS AGREEMENT.

Indemnification and Release. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASEDEFEND, INDEMNIFY, DEFEND INDEMNIFY AND HOLD HARMLESS US THE COMPANY, AND OUR PARENTSITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF OUR AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS SUPPLIERS AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, CLAIMSOBLIGATIONS, LOSSES, LIABILITIES, COSTSCOSTS OR DEBT, LOSSES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ ' FEES) ARISING FROM OR RELATING TO YOUR USE OF, ACCESS TO, AND USE PARTICIPATION IN THE PLATFORM; YOUR VIOLATION OF ANY PROVISION OF THE SERVICESTERMS OF USE, INCLUDINGINCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATIONLIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; ANY CLAIMS ALLEGING FACTS CLAIM THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH BY YOU OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE THE INFORMATION AND/ OR MISAPPROPRIATION OF INFORMATION, DATA, FILES OR OTHER MATERIALS CONTENT SUBMITTED BY YOU CAUSED DAMAGE TO THE SERVICES; (III) CONSTITUTE FRAUD OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU OF ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A ANY VIOLATION OF THE PAYMENT TERMS INCLUDING ANY CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMSOF ALLEGED FORGERY RAISE AGAINST USER; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN BREACH OF YOUR EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS THAT WE ARE NOT RESPONSIBLE. The indemnity and release contained in this section shall be in addition to the other indemnities and releases provided for in these Terms, in other agreements between the parties, or provided by applicable lawOF SERVICE AND YOUR USE OF THE WEBSITE.

Indemnification and Release. GRANTEE COVENANTS AND AGREES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, DEFEND HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THE LOAN DOCUMENTS AND/OR THE OPERATIONS, ACTIVITIES, AND SERVICES OF THE PROJECT DESCRIBED HEREIN; AND GRANTEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES, AND SERVICES OF THE PROJECT DESCRIBED HEREIN. GRANTEE LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS US CITY FROM AND OUR PARENTSAGAINST ANY AND ALL INJURY, AFFILIATESDAMAGE, SUBSIDIARIESOR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF GRANTEE OR ITS OFFICERS, MEMBERS, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERSEMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, AND EACH OF OUR PROJECT PARTICIPANTS. XXXXXXX AGREES TO AND THEIR AFFILIATESSHALL RELEASE CITY, SUBSIDIARIESITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORSAND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, SHAREHOLDERSDEATH, EMPLOYEESDAMAGE, CONSULTANTS OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT. GRANTEE SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR AGREEMENTS AND SUBAGREEMENTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. THE INDEMNITY PROVIDED FOR ABOVE SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF CITY, ITS OFFICERS, AGENTS, FROM EMPLOYEES OR SEPARATE CONTRACTORS, AND AGAINST ALL DAMAGESIN THE EVENT OF JOINT AND CONCURRING NEGLIGENCE OR FAULT OF CITY AND GRANTEE, CLAIMSRESPONSIBILITY AND INDEMNITY, LIABILITIESIF ANY, COSTS, LOSSES AND EXPENSES (INCLUDINGSHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT LIMITATION, ATTORNEYS’ FEES) ARISING FROM OR RELATING WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO YOUR ACCESS CITY UNDER TEXAS LAW AND USE WITHOUT WAIVING ANY DEFENSES OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH BY YOU PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE OR MISAPPROPRIATION THIS SECTION ARE SOLELY FOR THE BENEFIT OF INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU TO THE SERVICES; (III) CONSTITUTE FRAUD OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU OF ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE TERMS THAT WE PARTIES AND ARE NOT RESPONSIBLEINTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. The indemnity and release contained in this section shall be in addition to the other indemnities and releases provided for in these Terms, in other agreements between the parties, or provided by applicable lawGRANTEE AND CITY ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE TERM OF THIS AGREEMENT.

Indemnification and Release. IN ADDITION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWMY OTHER INDEMNIFICATION OBLIGATIONS HEREIN, YOU AGREE AS FOLLOWS: INDEMNIFICATION. YOU AGREE TO RELEASEDEFEND, INDEMNIFY, DEFEND INDEMNIFY AND HOLD HARMLESS US AND OUR PARENTS, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS AFFILIATES AND THIRD-PARTY SERVICE PROVIDERS, PROVIDERS AND THEIR AFFILIATES AND THE EMPLOYEES AND CONTRACTORS OF EACH OF OUR AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTSTHESE, FROM AND AGAINST ALL DAMAGESANY LOSS, CLAIMSDAMAGE, LIABILITIES, COSTS, LOSSES AND EXPENSES CLAIM OR DEMAND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ INCLUDING ATTORNEY’S FEES) MADE OR INCURRED BY ANY THIRD PARTY DUE TO OR ARISING FROM OUT OF (I) YOUR BREACH OF THIS AGREEMENT AND/OR RELATING TO YOUR ACCESS AND USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH BY YOU OF THESE TERMSSITE OR THE APPLICABLE SERVICE; (II) CONSTITUTE INFRINGEMENT, MISUSE THE USE OF THE SERVICE BY ANYONE USING YOUR ACCESS ID OR MISAPPROPRIATION OF INFORMATION, DATA, FILES PASSWORD OR OTHER MATERIALS SUBMITTED BY YOU THE CREDENTIALS WE ASSIGN TO THE SERVICESSOMEONE ELSE AT YOUR DIRECTION; (III) CONSTITUTE FRAUD YOUR VIOLATION OF APPLICABLE LAW, CLEARINGHOUSE ASSOCIATION RULES OR MALICIOUS CONDUCT BY YOUTHE RIGHTS OF ANY THIRD PARTY; OR (IV) CONSTITUTE A VIOLATION BY YOU OF ANY LAW OR RIGHTS YOUR PROVISION TO US OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; TELEPHONE OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE MOBILE PHONE NUMBER, EMAIL ADDRESS OR OTHER DELIVERY LOCATION THAT IS NOT YOUR OWN. THE TERMS THAT WE ARE NOT RESPONSIBLE. The indemnity and release contained in this section shall be in addition to the other indemnities and releases provided for in these Terms, in other agreements between the parties, or provided by applicable lawOF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Indemnification and Release. PROFESSIONAL AGREES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND SHALL INDEMNIFY AND HOLD HARMLESS US AND OUR PARENTSDEFEND THE CITY, AFFILIATES, SUBSIDIARIESITS OFFICERS, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF OUR AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, EMPLOYEES (HEREINAFTER REFERRED TO AS THE “CITY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CLAIMSCAUSES OF ACTION, LIABILITIESSUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, LOSSES AND EXPENSES (INCLUDINGATTORNEY'S FEES, WITHOUT LIMITATIONFOR INJURY TO OR DEATH OF ANY PERSON, ATTORNEYS’ FEES) FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR RELATING TO YOUR ACCESS AND USE PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE SERVICESCITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH PROFESSIONAL FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY YOU OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU LEGAL COUNSEL ACCEPTABLE TO THE SERVICES; (III) CONSTITUTE FRAUD CITY. THE INDEMNITY PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE TERMINATION OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU EXPIRATION OF ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE TERMS THAT WE ARE NOT RESPONSIBLETHIS AGREEMENT. The indemnity By this Agreement, the City does not consent to litigation or suit, and release contained in the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this section Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be in addition construed so as to limit or waive the other indemnities City’s sovereign immunity. Professional assumes full responsibility for its work performed hereunder and releases provided hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for in these Termsany injury to or death of any person (whether they be either of the parties hereto, in other agreements between the partiestheir employees, or provided other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by applicable lawor alleged to be caused by, arising out of, or in connection with Professional's work to be performed hereunder. This release shall apply with respect to Professional’s work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance.

Indemnification and Release. TO THE MAXIMUM EXTENT PERMITTED NEITHER TRAVEL LIGHT BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR PARENTS, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERSVIRIDIAN OR ITS AFFILIATES WILL BE LIABLE FOR, AND EACH OF OUR I SHALL INDEMNIFY THEM AGAINST AND THEIR AFFILIATESRELEASE THEM FROM, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, FROM AND AGAINST ALL DAMAGESANY LIABILITY, CLAIMS, LIABILITIESDEMANDS, COSTSLOSSES, LOSSES INJURIES AND EXPENSES (INCLUDINGLIABILITIES OF ANY NATURE WHATSOEVER, WITHOUT LIMITATIONKNOWN OR UNKNOWN, ATTORNEYS’ FEES) FIXED OR CONTINGENT, WHICH I MAY NOW OR HEREINAFTER BE ENTITLED TO ASSERT, WHETHER CAUSED BY OR CONTRIBUTED TO, RELATING TO OR ARISING FROM MY (A) PURCHASE OF A MEMBERSHIP, (B) PARTICIPATION IN ANY MEMBER BENEFIT OR MEMBER BENEFIT ACTIVITY INCLUDING TRAVEL, (C) USE OR MISUSE OR FAILURE OR INABILITY TO USE ANY MEMBER BENEFIT AND/OR ANY OTHER ACTIVITIES I MAY CHOOSE TO CONDUCT DURING OR AFTER PURCHASING OR USING A MEMBER BENEFIT AND/OR (D) MY BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LIABILITIES AND CLAIMS RELATING TO YOUR ACCESS AND USE ANY DEATH, INJURY, LOSS OF THE SERVICESENJOYMENT, INCLUDING, WITHOUT LIMITATIONPROPERTY DAMAGE OR OTHER HARM OR LOSS OF ANY NATURE, ANY CLAIMS ALLEGING FACTS BASED ON PUBLICITY RIGHTS, PRIVACY RIGHTS, PERSONALITY RIGHTS, “MORAL RIGHTS” OR DEFAMATION, AND ANY AND ALL TAXES AND OTHER CHARGES OR DEBTS LEVIED, ASSESSED, OR COLLECTED, AND FURTHER INCLUDING ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. I VOLUNTARILY ASSUME ALL RISKS OF LOSS, DAMAGE OR INJURY THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH MAY BE SUSTAINED BY YOU OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE ME OR MISAPPROPRIATION OF INFORMATION, DATA, FILES MY PROPERTY OR OTHER MATERIALS SUBMITTED BY YOU TO THE SERVICES; (III) CONSTITUTE FRAUD ANY PROPERTY USING OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU OF PARTICIPATING IN ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE TERMS THAT WE ARE NOT RESPONSIBLE. The indemnity and release contained in this section shall be in addition to the other indemnities and releases provided for in these Terms, in other agreements between the parties, or provided by applicable lawMEMBER BENEFIT ACTIVITY.

Indemnification and Release. CONTRACTOR AGREES TO AND SHALL RELEASE THE MAXIMUM EXTENT PERMITTED CITY, ITS AGENTS, EMPLOYEES, OFFICERS, AND LEGAL REPRESENTATIVES (COLLECTIVELY THE "CITY") FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE, OR LOSS IS CAUSED BY APPLICABLE LAWTHE CITY'S SOLE OR CONCURRENT NEGLIGENCE AND/OR THE CITY'S OR STRICT PRODUCTS LIABILITY OR STRICT STATUTORY LIABILITY. CONTRACTOR HEREBY COVENANTS AND AGREES NOT TO SUE THE CITY FOR ANY CLAIMS, YOU AGREE DEMANDS, OR CAUSES OF ACTION DIRECTLY OR INDIRECTLY RELATED TO RELEASETHEIR RELEASE UNDER THIS SECTION. FOR THE AVOIDANCE OF DOUBT, THIS COVENANT NOT TO SUE DOES NOT APPLY TO CLAIMS FOR BREACH OF THIS AGREEMENT. CONTRACTOR AGREES TO AND SHALL DEFEND, INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS US AND OUR PARENTSFROM ALL CLAIMS, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH CAUSES OF OUR AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, FROM AND AGAINST ALL DAMAGES, CLAIMSACTION, LIABILITIES, COSTSFINES, LOSSES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ ' FEES, COURT COSTS, AND ALL OTHER DEFENSE COSTS AND INTEREST) ARISING FROM FOR INJURY, DEATH, DAMAGE, OR RELATING LOSS TO YOUR ACCESS PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO THE CONTRACTOR'S PERFORMANCE UNDER THE THIS AGREEMENT AND USE OF THE SERVICESPROJECT DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD: (I) CONSTITUTE A BREACH BY YOU OF THESE TERMS; (II) CONSTITUTE INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU TO THE SERVICES; (III) CONSTITUTE FRAUD OR MALICIOUS CONDUCT BY YOU; (IV) CONSTITUTE A VIOLATION BY YOU OF ANY LAW OR RIGHTS OF A THIRD PARTY; (V) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THESE TERMS; OR (VI) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THESE TERMS THAT WE ARE NOT RESPONSIBLE. The indemnity and release contained in this section shall be in addition to the other indemnities and releases provided for in these Terms, in other agreements between the parties, or provided by applicable law.THOSE CAUSED BY: