Common use of Indemnification by Contractor Clause in Contracts

Indemnification by Contractor. Contractor will indemnify, defend and hold CCCERA, CCCERA’s Affiliates and their respective trustees, officers, directors, managers, employees, agents, successors and assignees, and the CCCERA Board of Administration (collectively, the “CCCERA Indemnitees”) harmless from and against any Losses arising from any of the following: 19.1.1 any claim, suit, demand, proceeding or other action, whether brought or threatened by a third party (“Claim”) that the System, any Deliverable, or any Work Product delivered under this Agreement actually or allegedly infringes or misappropriates a third party’s Intellectual Property Rights, moral rights, rights of privacy, or rights of a third party with respect to its confidential information; provided however, that Contractor will have no obligation to indemnify CCCERA or any of its Affiliates or their respective officers, directors, employees, agents, successors, and assignees to the extent that such Claim is based upon: (a) the combination, operation, or use of the System, or any equipment, Materials or Work Product provided by Contractor or any Contractor’s subcontractor with equipment, Software, Materials, business processes or data not provided, approved, or instructed by Contractor, where but for such combination, operation, or use there would have been no infringement or misappropriation claim; (b) developments or modifications made by Contractor or Contractor’s subcontractors according to or in compliance with designs, specifications, instructions, or the like, including business processes, furnished by CCCERA or any of its Affiliates or CCCERA subcontractors, to the extent compliance with such designs, specifications, instructions, or the like results in the infringement or misappropriation; provided, however, CCCERA will be indemnified if Contractor or Contractor’s subcontractors knew such materials would likely result in infringement or misappropriation of third party rights; or 19.1.2 death or personal injury caused by a wrongful, willful or negligent act or omission of Contractor, Contractor Personnel or any Contractor’s subcontractors; 19.1.3 loss of or damage to real or tangible personal property caused by the negligence or willful misconduct of Contractor, Contractor Personnel or any Contractor’s subcontractors; or 19.1.4 any Claim arising from Contractor’s failure to comply with applicable law or a material breach of its obligations regarding CCCERA’s Confidential Information.

Indemnification by Contractor. 12.1.1 Contractor will indemnifyagrees to defend, defend indemnify and hold CCCERAharmless the Owner, CCCERA’s Affiliates its Affiliates, and all of their respective trusteesdirectors, officers, directors, managers, employees, agentsagents and representatives ("Owner Indemnified Parties"), successors and assignees, and the CCCERA Board of Administration (collectively, the “CCCERA Indemnitees”) harmless from and against any and all Losses arising from arising: 12.1.1.1 By reason of Contractor's actual or asserted failure to comply with any Applicable Law or any provision of this Contract. If the Contractor fails to comply with the requirements mentioned above and as a result fines, penalties or other assessments are imposed upon either the Contractor or the Owner by any Government Agency under any Applicable Law, then the Contractor shall be liable to pay all such fines, penalties or other assessments; 12.1.1.2 From actual or asserted violation or infringement of rights in any patent, copyright, proprietary information, trade secret or other property right caused or alleged to be caused by the use of materials, equipment, methods, processes, designs or information furnished by Contractor or its Subcontractors in performance of the following: 19.1.1 services. Should any claimservices provided by Contractor become, suitor appear likely to become, demandthe subject of a claim of infringement of a patent, proceeding copyright or other actionproperty right, whether brought Contractor shall, at the Owner's option, either procure for the Owner the right to continue using such services, replace same with equivalent, non- infringing services, or threatened by a third party (“Claim”) modify the services so that the Systemuse thereof becomes non- infringing, provided that any Deliverablesuch modification or replacement is of equal quality and provides equal performance as provided by the infringing services; 12.1.1.3 From injury to or death of any Person (including employees of the Owner, Contractor and Contractor's Subcontractors or any Work Product delivered under this Agreement actually third party) or allegedly infringes from damage to or misappropriates loss of property (including the property of the Owner or a third party’s Intellectual Property Rights) arising directly or indirectly out of this Contract or out of any acts of omission or commissions of Contractor or its Subcontractors. Contractor's indemnity obligations hereunder include claims and damages arising from non-delegable duties of the Owner or arising from use by Contractor of Plant, moral rightsequipments, rights tools, scaffolding or facilities furnished to Contractor by the Owner; or 12.1.1.4 From present or future Environmental Claims directly or indirectly related to or arising out of privacythe actual or alleged existence, generation, use, collection, treatment, storage, transportation, recovery, removal, discharge or rights disposal of a third party with respect to its confidential information; provided however, that Contractor will have no obligation to indemnify CCCERA or any of its Affiliates or their respective officers, directors, employees, agents, successors, and assignees Hazardous Material at the Plant and/or adjacent areas solely to the extent that such Claim is based upon: (a) the combination, operation, or use arising out of the System, gross negligence or any equipment, Materials or Work Product provided by Contractor or any Contractor’s subcontractor with equipment, Software, Materials, business processes or data not provided, approved, or instructed by Willful Misconduct of the Contractor, where but for such combination, operation, its Subcontractors or use there would have been no infringement or misappropriation claim; (b) developments or modifications made by Contractor or Contractor’s subcontractors according to or in compliance with designs, specifications, instructions, or the like, including business processes, furnished by CCCERA or any of its Affiliates or CCCERA subcontractors, to the extent compliance with such designs, specifications, instructions, or the like results sub- vendors in the infringement or misappropriationperformance of the services under this Contract; provided, however, CCCERA will that nothing contained herein shall be indemnified if construed as requiring Contractor to take any corrective action with respect to any Hazardous Material in existence prior to the Effective Date. 12.1.2 Contractor's indemnity obligations shall apply regardless of whether the Owner Indemnified Party was concurrently negligent, whether actively or Contractor’s subcontractors knew such materials would likely result in infringement or misappropriation of third party rights; or 19.1.2 death or personal injury passively, excepting only where the Losses are caused by a wrongful, willful or negligent act or omission of Contractor, Contractor Personnel or any Contractor’s subcontractors; 19.1.3 loss of or damage to real or tangible personal property caused solely by the negligence or willful misconduct Willful Misconduct of, or by defects in design furnished by the Owner Indemnified Party. Contractor's defense and indemnity obligations shall include the duty to reimburse any attorneys' fees and expenses incurred by the Owner Indemnified Party for legal action to enforce Contractor's indemnity obligations. 12.1.3 With respect to claims by employees of Contractor or its Subcontractors on the Owner Indemnified Party, the indemnity obligations created under this Clause 12.1 shall not be limited by the fact of, amount, or type of benefits or compensation payable by or for Contractor, its Subcontractors or suppliers under any workers' compensation, disability benefits, or other employee benefits acts or regulations, and Contractor Personnel waives any limitation of liability or any Contractor’s subcontractors; or 19.1.4 any Claim immunity arising from workers' compensation or such other acts or regulations. 12.1.4 The Owner shall be entitled to retain from payments otherwise due to Contractor such amounts as shall reasonably be considered necessary to satisfy any claims, suits or liens for damages that fall within Contractor’s failure 's indemnity obligations under this Clause 12.1, until such claims, suits or liens have been settled and satisfactory evidence to comply with applicable law or a material breach of its that effect has been furnished to the Owner. 12.1.5 Contractor acknowledges that specific payment has been incorporated into the Contract Price as legal consideration for Contractor's indemnity obligations regarding CCCERA’s Confidential Informationas may be provided in this Contract.

Indemnification by Contractor. Contractor will shall indemnify, defend and hold CCCERADistrict and its present and future governing board members, CCCERA’s Affiliates and their respective trusteesadministrators, officers, directors, managers, employees, agents, successors and assignees, and the CCCERA Board of Administration (collectively, the “CCCERA Indemnitees”) harmless from and against any Losses arising from any of the following: 19.1.1 any claim, suit, demand, proceeding or other action, whether brought or threatened by a third party (“Claim”) that the System, any Deliverable, or any Work Product delivered under this Agreement actually or allegedly infringes or misappropriates a third party’s Intellectual Property Rights, moral rights, rights of privacy, or rights of a third party with respect to its confidential information; provided however, that Contractor will have no obligation to indemnify CCCERA or any of its Affiliates or their respective officers, directors, employees, agentsstaff, successorsagents and shareholders, and assignees its assigns, heirs, successors and legal representatives harmless from and against, any and all Claims to the extent that such Claim is based upon: Claims arise out of: (a) Contractor’s negligence or willful misconduct; (b) the combinationbreach of any of Contractor’s representations, operationwarranties, covenants and/or other obligations pursuant to this Agreement; (c) the failure of Contractor to comply with any of the Laws; (d) any claim brought by Contractor’s employees or any federal, state or municipal agency or entity related to compensation and/or damages arising out of the expiration or sooner termination of this Agreement; (e) any Claim alleging that the performance of the Services by Contractor and/or District’s use of the System, Services violates or in any equipment, Materials or Work Product provided by Contractor or way infringes upon any Contractorthird party’s subcontractor with equipment, Software, Materials, business processes or data not provided, approved, or instructed rights; and/or (f) any release of a Hazardous Material brought on to the Premises by Contractor, where but for such combination, operation, any disturbance or use there would have been no infringement or misappropriation claim; (b) developments or modifications made release of pre- existing Hazardous Materials caused by Contractor or Contractor’s subcontractors according to sole negligence, provided District made Contractor aware of such pre-existing Hazardous Materials, and any enforcement or compliance proceeding commenced by or in compliance with designsthe name of any Governmental Authorities because of an alleged, specificationsthreatened or actual violation of any Applicable Laws by Contractor. As used herein, instructions“Hazardous Material” shall mean oil or petroleum and petroleum products, asbestos and any asbestos containing materials, radon, polychlorinated biphenyl’s (“PCBs”), urea formaldehyde insulation, lead paints and coatings, and all of those chemicals, substances, materials, controlled substances, objects, conditions and waste or combinations thereof which are now listed, defined or regulated in any manner by any federal, state or Applicable Laws. In no event shall the like, including business processes, furnished by CCCERA or any of its Affiliates or CCCERA subcontractors, cost to the extent compliance with such designs, specifications, instructions, or the like results in the infringement or misappropriation; provided, however, CCCERA will be indemnified if defend charged to Contractor or exceed Contractor’s subcontractors knew such materials would likely result in infringement or misappropriation proportionate percentage of third party rights; or 19.1.2 death or personal injury caused by a wrongful, willful or negligent act or omission of Contractor, Contractor Personnel or any Contractor’s subcontractors; 19.1.3 loss of or damage to real or tangible personal property caused by the negligence or willful misconduct of Contractor, Contractor Personnel or any Contractor’s subcontractors; or 19.1.4 any Claim arising from Contractor’s failure to comply with applicable law or a material breach of its obligations regarding CCCERA’s Confidential Informationfault.

Indemnification by Contractor. Contractor will indemnifya. The CONTRACTOR shall hold harmless, indemnify and defend and hold CCCERAthe COUNTY, CCCERA’s Affiliates and their respective trustees, its officers, directorsofficials, managers, employees, employees and agents, successors and assignees, and the CCCERA Board of Administration (collectively, the “CCCERA Indemnitees”) harmless from and against any Losses arising from and all claims, actions, suits, liability, loss, expenses, damages, and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, in connection with and shall assume full responsibility for payment of the following: 19.1.1 any claimall federal, suit, demand, proceeding or other action, whether brought or threatened by a third party (“Claim”) that the System, any Deliverablestate and local taxes, or any Work Product delivered contributions imposed or required under this Agreement actually or allegedly infringes or misappropriates a third partyunemployment insurance, worker’s Intellectual Property Rightscompensation, moral rights, rights of privacy, or rights of a third party social security laws with respect to the CONTRACTOR’S business or employees engaged in the performance of this Contract. b. The CONTRACTOR shall hold harmless, indemnify and defend the COUNTY, its confidential information; provided howeverofficers, that Contractor will have no obligation to indemnify CCCERA officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages, and judgments asserted by any employee or agent of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the CONTRACTOR or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the parties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under such laws, including but not limited to Title 51 of the Revised Code of Washington. By executing this Contract, the CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this section shall be incorporated, as relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. CONTRACTOR’S obligations under this Section 7 shall survive termination and expiration of this Contract. c. The CONTRACTOR shall hold harmless, indemnify and defend the COUNTY, its Affiliates or their respective officers, directorsofficials, employeesemployees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages, and judgments, for injuries, sickness or death of persons, and damage to property, arising out of any willful misconduct or negligent act, error, or omission of the CONTRACTOR, its officers, agents, successorsor employees, and assignees to occurring in connection with the extent that such Claim is based upon: (a) the combination, operation, or use of the System, or any equipment, Materials or Work Product provided by Contractor or any Contractor’s subcontractor with equipment, Software, Materials, business processes or data not provided, approved, or instructed by Contractor, where but for such combination, operation, or use there would have been no infringement or misappropriation claim; (b) developments or modifications made by Contractor or Contractor’s subcontractors according to or in compliance with designs, specifications, instructions, or the like, including business processes, furnished by CCCERA or any of its Affiliates or CCCERA subcontractors, to the extent compliance with such designs, specifications, instructions, or the like results in the infringement or misappropriationservices required under this Contract; provided, howeverthis section shall not apply to allegations of negligence of CONTRACTOR in making a decision on an application as the Hearing Examiner. d. The CONTRACTOR'S obligations hereunder shall include, CCCERA will be indemnified if Contractor but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or Contractor’s subcontractors knew such materials would likely result in infringement omission, or misappropriation breach of third party rights; or 19.1.2 death any common law, statutory or personal injury caused by a wrongful, willful or negligent act or omission of Contractor, Contractor Personnel or any Contractor’s subcontractors; 19.1.3 loss of or damage to real or tangible personal property caused other delegated duty by the negligence CONTRACTOR, the CONTRACTOR'S employees, agents or willful misconduct of Contractor, Contractor Personnel or any Contractor’s subcontractors; or 19.1.4 any Claim arising from Contractor’s failure to comply with applicable law or a material breach of its obligations regarding CCCERA’s Confidential Information.

Indemnification by Contractor. (a) Contractor will shall indemnify, defend and hold CCCERA, CCCERA’s Affiliates and their respective trustees, officers, directors, managers, employees, agents, successors and assignees, and the CCCERA Board of Administration (collectively, the “CCCERA Indemnitees”) Town harmless from and against any Losses arising all losses which arise out of, result from or relate to any of the following:following (“Indemnified Claims”): 19.1.1 (i) Any material breach or material default under the County Operations Agreement, and/or this Agreement by Contractor; (ii) Any material breach of any of the representations or warranties made in the County Operations Agreement and/or this Agreement; (iii) Any and all Assumed Liabilities (but excluding Excluded Liabilities), including the failure of Contractor to pay, perform, satisfy or otherwise discharge in full when due the Assumed Liabilities; (iv) The use, exploration, production, recovery, sale, transfer and/or distribution of landfill gas from the Landfill (and any byproducts or end products thereof, including electricity) from and after the Effective Date and during the Term; (v) Any claim challenging this Agreement or the County Operations Agreement, including any counterclaim or cross-claim arising therefrom, by a partner, officer, shareholder, director or other entity deriving its rights by or through the Contractor and challenging the Agreement; (vi) The past, present and future acceptance, disposal, treatment, processing or sorting by Contractor of Waste and other materials in or at any County Facility from and after the Effective Date and during the Term; (vii) The screening by Contractor or any affiliate of any Waste and other materials in or at any County Facility; (viii) The past, present and future acceptance, disposal, treatment, processing or sorting by Contractor or any affiliate of any Waste and other materials at or in any facility other than the County Facilities; (ix) The screening by Contractor or any affiliate of any Waste and other materials at or in any facility other than the Facilities (including facilities located outside of the County of Sonoma) during the Term; (x) Any Claim (a) asserted by a Third Party arising out of, related to or resulting from the Land or the County Facilities (other than Excluded Liabilities and those Claims expressly covered by the County’s indemnities), and (b) where such Third Party Claim is a result of, related to or arises from Contractor’s actions to pursue an Entity for: (i) any Indemnified Claim; or (ii) any Assigned Environmental Claim; (xi) Any claim, suit, demand, proceeding counterclaim or other action, whether brought or threatened right to contribution by a third party arising out of, related to or resulting from the Landfill or the County Facilities (“Claim”other than those claims, counterclaims or rights to contribution expressly covered by the County’s indemnities under Section 15.6 of the County Operations Agreement or related to or arising from any Excluded Liability); and (xii) that the SystemAny claim, any Deliverablecounterclaim, or any Work Product delivered under this Agreement actually right of contribution against the City as a result of or allegedly infringes or misappropriates a third party’s Intellectual Property Rights, moral rights, rights of privacy, or rights of a third party with respect to its confidential information; provided however, that Contractor will have no obligation to indemnify CCCERA or any of its Affiliates or their respective officers, directors, employees, agents, successors, and assignees to the extent that such Claim is based upon: (a) the combination, operation, or use of the System, or any equipment, Materials or Work Product provided by Contractor or any arising from Contractor’s subcontractor with equipment, Software, Materials, business processes or data not provided, approved, or instructed by Contractor, where but actions to pursue an entity for such combination, operation, or use there would have been no infringement or misappropriation claim;any Indemnified Claim. (b) developments or modifications made by Contractor or Contractor’s duty to indemnify and defend shall survive the expiration or earlier termination of this Agreement. (c) Notwithstanding the foregoing or any other provision of this Agreement, Contractor shall retain and have the right and ability (but not the obligation) to pursue any or all third parties for any Indemnified Claims. Contractor shall indemnify Town if such third party files a claim against Town for any Indemnified Claims. (d) Furthermore, nothing in this Section or this Agreement shall be construed to impose any defense or indemnity obligation or any other form of liability on Contractor, its subcontractors according or any member of the Contractor Parties or their successors and assigns in any way whatsoever relating to, arising from or connected with the Closed County Landfills. (e) Nothing in this indemnity shall be construed to create any duty or in compliance with designsinclude any obligation of Contractor to defend, specificationshold harmless or indemnify the County, instructionsany Committed City or any other Entity from any Liabilities, Losses or Claims arising from or relating to: the Compost Facility, Future Compost Facility, any composting operations on Landfill Land, and/or the Household Hazardous Waste Facility, and including without limiting the generality of the foregoing, any groundwater contamination, surface water contamination, subsurface migration, odors, disease vectors, nuisance vectors, trespass and/or nuisance claims, notice of permit violation, notice to comply, or the like, including business processes, furnished by CCCERA or violations of Applicable Law relating to any of its Affiliates these facilities or CCCERA subcontractors, to the extent compliance with such designs, specifications, instructions, or the like results in the infringement or misappropriation; provided, however, CCCERA will be indemnified if Contractor or Contractor’s subcontractors knew such materials would likely result in infringement or misappropriation of third party rights; or 19.1.2 death or personal injury caused by a wrongful, willful or negligent act or omission of Contractor, Contractor Personnel or any Contractor’s subcontractors; 19.1.3 loss of or damage to real or tangible personal property caused by the negligence or willful misconduct of Contractor, Contractor Personnel or any Contractor’s subcontractors; or 19.1.4 any Claim arising from Contractor’s failure to comply with applicable law or a material breach of its obligations regarding CCCERA’s Confidential Informationoperations.