Common use of Indemnification by Contractor Clause in Contracts

Indemnification by Contractor. Contractor shall protect, defend, indemnify and hold harmless Tulane, and each of its agents, officers, administrators, directors and employees (individually an “Indemnified Party” and collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, damages, liabilities, costs and expenses, including without limitation attorneys’ fees (collectively, “Losses”), incurred by each and any Indemnified Party (i) based upon any allegation or contention that Contractor or any one of its agents, officers, directors, employees, representatives, servants, subcontractors or vendors is an employee, servant or agent of Tulane, including without limitation, claims for the payment of federal, state or local taxes or worker’s compensation benefits or of contributions imposed or required under any unemployment insurance, social security and/or income tax laws or for benefits to which the employees of Tulane may be entitled, (ii) for damages, including, without limitation, bodily injury, personal injury, death, property damage, punitive damage, or other claims brought by any person, specifically including employees of Contractor or any subcontractor, arising out of or in connection with the performance of the Services, the furnishing of any materials, or by reason of Contractor and its employees, subcontractors, agents or representatives being present on Tulane’s premises, whether or not caused by the concurrent fault of Tulane, or (iii) arising out of or resulting from Contractor’s default, breach or non- performance pursuant to this Agreement. In the event of a claim for indemnification pursuant to this Agreement, defense counsel shall be selected jointly by Contractor and the Indemnified Party. Contractor shall have the right to control the defense and settle any claim, subject to the consent of the Indemnified Party. It is in the intent of this Agreement that Contractor will protect, defend, indemnify and hold harmless the Indemnified Parties to the maximum extent permissible by law. Contractor’s indemnity obligations shall not be limited by the insurance provisions of this Agreement, as the parties intend and agree that Contractor shall be fully responsible for liabilities assumed, regardless of the presence or absence of insurance. This paragraph shall survive any completion, expiration or termination of this Agreement.

Indemnification by Contractor. Contractor shall protectwill indemnify, defend, indemnify defend and hold harmless TulaneCustomer, its Affiliates and each of its agents, their respective officers, administratorsdirectors, directors shareholders, employees and employees (individually an “Indemnified Party” and collectively, the “Indemnified Parties”), agents from and against any and all claims, demands, actionslosses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs and expensesor expenses of whatever kind, including without limitation all reasonable attorneys’ fees (whether incurred prior to, at trial or any other proceeding and in any appeal or other post judgment proceedings), the cost of enforcing any right to indemnification under this Section 14 and the cost of pursuing any insurance providers (collectively, “Losses”), incurred arising out of or relating to any claim, suit, proceeding (including bankruptcy proceedings), action or regulatory action (collectively, “Claim”) by each a third party (including a Resource) to the extent based on or arising from any: (a) negligent act or omission of the Contractor, its Affiliates or Resources, or their respective officers and any Indemnified Party (i) based upon any allegation directors, employees or contention that Contractor or any one of its agents, or of the fraud, gross negligence or willful misconduct of such parties; (b) infringement, misappropriation or other violation of any person's Intellectual Property Right by any Deliverable, Development or Service; (c) breach of any representation, warranty or obligation of Contractor set forth in this Agreement, including but not limited to a breach of Section 9 (Confidentiality and Data Security) and Section 4.4 (Taxes); (d) violation of Applicable Law by Contractor, its Affiliates or Resources, or their respective officers, directors, employees or agents; or (e) a claim that Customer or any Affiliate of Customer is the employer, co-employer or joint employer of any of Contractor's employees, representatives, servants, subcontractors principals or vendors is an employee, servant or agent of Tulane, including without limitation, claims for the payment of federal, state or local taxes or worker’s compensation benefits or of contributions imposed or required under any unemployment insurance, social security and/or income tax laws or for benefits to which the employees of Tulane may be entitled, (ii) for damages, including, without limitation, bodily injury, personal injury, death, property damage, punitive damageResources, or other claims brought that Contractor's employees, principals or Resources are otherwise entitled to employment-related benefits. Indemnification by any personPurchaser. Purchaser will indemnify, specifically including defend and hold harmless Contractor and its officers, directors, shareholders, employees of Contractor or any subcontractorand agents from and against all Losses, arising out of or relating to any Claim by a third party to the extent based on or arising from any: (a) fraud, gross negligence or willful misconduct by Purchaser; or (b) violation of Applicable Law by Purchaser. Procedures. The party or parties seeking indemnification under this Section 14 (each, an “Indemnitee”) will promptly notify the indemnifying party (“Indemnitor”) in connection writing of the Claim or Loss and cooperate with the performance Indemnitor at the Indemnitor’s sole cost and expense, except that an Indemnitee’s failure to perform any obligations under this Section 14.3 will not limit, impair or otherwise affect the Indemnitee’s rights under this Section 14 unless the Indemnitor is prejudiced by that failure, and then only to the extent of the Services, the furnishing such prejudice. The Indemnitor will immediately take control of any materials, or by reason of Contractor and its employees, subcontractors, agents or representatives being present on Tulane’s premises, whether or not caused by the concurrent fault of Tulane, or (iii) arising out of or resulting from Contractor’s default, breach or non- performance pursuant to this Agreement. In the event of a claim for indemnification pursuant to this Agreement, defense counsel shall be selected jointly by Contractor and the Indemnified Party. Contractor shall have the right to control the defense and investigation of such Claim; provided, however, that the Indemnitor will not settle any claim, subject to claim without the Indemnitees’ prior written consent unless that settlement includes a full and final release of all Claims against the Indemnified Party. It is in Indemnitees and imposes no obligations on the intent of this Agreement that Contractor will protect, defend, indemnify and hold harmless the Indemnified Parties to the maximum extent permissible by law. Contractor’s indemnity obligations shall not be limited by the insurance provisions of this Agreement, as the parties intend and agree that Contractor shall be fully responsible for liabilities assumed, regardless of the presence or absence of insurance. This paragraph shall survive any completion, expiration or termination of this AgreementIndemnitees.

Indemnification by Contractor. Contractor Subject to the later provisions of this Section 30.1, CONTRACTOR shall protect, defend, be solely responsible for and shall indemnify and hold harmless Tulane, and each of its agents, officers, administrators, directors and employees (individually an “Indemnified Party” and collectively, the “Indemnified Parties”), NATIONAL from and against any and all claims, demands, actionssuits, damages, liabilitieslosses, costs and expensesspecifically, including without limitation loss of use of property, and all other liabilities whatsoever, including related expenses and attorneys’ ' fees (collectively"LOSSES") , “Losses”), incurred by each and any Indemnified Party for or on account of (i) based upon injuries to or death of any allegation or contention that Contractor or any one of its agents, officers, directors, employees, representatives, servants, subcontractors or vendors is an employee, servant or agent of TulanePERSON, including without limitation, claims for the payment of federal, state or local taxes or worker’s compensation benefits or of contributions imposed or required under any unemployment insurance, social security and/or income tax laws or for benefits but not limited to which the employees of Tulane may be entitledNATIONAL or CONTRACTOR, (ii) for damagesand/or loss of or damage to any property, including, without limitationbut not limited to, bodily injurythe property of NATIONAL or CONTRACTOR, personal injuryin any way sustained or alleged to have been sustained, deathdirectly or indirectly, property damage, punitive damage, or other claims brought by any person, specifically including employees of Contractor or any subcontractor, arising out reason of or in connection with the performance of the ServicesWORK by CONTRACTOR, its employees, agents or SUBCONTRACTORS or their employees; (ii) subject to the limitations set forth below, the furnishing presence of CONTRACTOR's employees or SUBCONTRACTORS or their employees on the premises of NATIONAL; (iii) the negligence, recklessness or willful misconduct of CONTRACTOR or any CONTRACTOR AUTHORIZED PERSONNEL; (iv) any breach by CONTRACTOR of any materialsrepresentation, warranty, covenant or agreement contained in the CONTRACT DOCUMENTS which results in injuries or death to any third PERSON and/or loss or damage to any property of a third PERSON, it being understood and agreed that CONTRACTOR's indemnification obligation pursuant to this subsection (iv) shall be limited to the amount of NATIONAL's liability to such third PERSON as a result of CONTRACTOR's breach, together with costs, expenses and attorneys' fees, if any, incurred by NATIONAL in the investigation or defense of any such claim; (v) any violation of GOVERNMENTAL REQUIREMENTS by CONTRACTOR, its SUBCONTRACTORS or any CONTRACTOR AUTHORIZED PERSONNEL; and (vi) the failure of the WORK to conform to GOVERNMENTAL REQUIREMENTS. With respect to subsection (ii) above, in the event that it is ultimately determined by a court of law that the LOSSES incurred were due to NATIONAL'S FAULT (as defined below), NATIONAL shall refund to CONTRACTOR the amount of out-of-pocket COSTS incurred by CONTRACTOR in connection with the defense thereof. With respect to all of the indemnity events set forth in subsections (i) through (vi) above, CONTRACTOR shall indemnify NATIONAL to the full extent of NATIONAL's LOSSES; provided, however, that if NATIONAL's liability is wholly or partially the result of NATIONAL's contributory negligence, willful misconduct or other fault-based grounds (collectively, "NATIONAL'S FAULT") then CONTRACTOR's indemnity obligations shall be offset by an amount equal to (A) NATIONAL's LOSSES multiplied by (B) the percentage of NATIONAL'S FAULT. Nothing in this Section 30.1 shall be construed to be an agreement to indemnify NATIONAL against liability for damages caused by or resulting from the sole negligence of NATIONAL, its agents or employees, under circumstances whereby said agreement would be in violation of Michigan Public Xxx 0000, No. 165, (S) 1 (M.C.L.A. (S) 691.991), if applicable, or of any other applicable law, it being the intent of the foregoing provisions to absolve and protect NATIONAL from, and to indemnify NATIONAL against, any and all liability and loss by reason of the premises except to the limited extent prohibited by Michigan Public Xxx 0000, No. 165, (S) 1, if applicable, or by reason of Contractor any other applicable law, and its employees, subcontractors, agents or representatives being present on Tulane’s premises, whether or not caused by the concurrent fault of Tulane, or (iii) arising out of or resulting from Contractor’s default, breach or non- performance pursuant to this Agreement. In the event of a claim for indemnification pursuant to this Agreement, defense counsel shall be selected jointly by Contractor and the Indemnified Party. Contractor shall have the right to control the defense and settle any claim, subject to the consent of the Indemnified Party. It is in the intent of this Agreement that Contractor will protect, defend, indemnify and hold harmless the Indemnified Parties to the maximum extent permissible by law. Contractor’s indemnity obligations shall not be as limited by the insurance provisions of this Agreement, as the parties intend and agree that Contractor shall be fully responsible for liabilities assumed, regardless of the presence or absence of insurance. This paragraph shall survive any completion, expiration or termination of this Agreementherein.