Indemnification by Sponsor. Sponsor shall indemnify, defend and hold harmless University, its directors, officers, agents and employees against any actions, suits, proceedings, liabilities and damages that may result from the negligent acts or omissions of Sponsor, its officers, agents or employees in connection with this Agreement.
Indemnification by Sponsor. SPONSOR will indemnify, defend and hold harmless the Institution, the Facility where Institution conducts the Study, the IRB (solely with respect to its role in the approval and regulatory oversight of the Study), and their respective subsidiaries, affiliated hospitals, trustees, directors, officers, faculty, agents, employees, students, the Principal Investigator and any Sub-investigator and their respective employers (individually an “Institutional Indemnified Party” and collectively, the “Institutional Indemnified Parties”) from and against any and all third party actions, suits, claims, proceedings, investigations, demands, costs and expenses (including reasonable attorney fees incurred prior to engagement of counsel for the Institutional Indemnified Party by SPONSOR Indemnifying Party), judgments, liabilities, losses, personal injuries (including death), or other damages (collectively, “Losses”), of all types whatsoever, that have arisen from or are related to the (a) use of the applicable Study Device(s) in accordance with the applicable Protocol or procedures that the Subject would not have undergone but for participation in the Study (b) SPONSOR’s negligence or misconduct, (c) breach of this Agreement, (d) SPONSOR’s failure to comply with Applicable Law, or (e) SPONSOR’s use or commercialization of the Study Results or Intellectual Property. The SPONSOR's obligation to indemnify, defend and hold harmless an Institutional Indemnified Party will be reduced to the extent that any Losses are adjudicated to have been directly caused by: (i) a material failure by such Institutional Indemnified Party to comply with the applicable Protocol, allowing for deviations for Subject safety, and/or with state or federal statutes or regulations, including FDA regulations; or (ii) the negligence or misconduct of such Institutional Indemnified Party, provided that complying with the applicable Protocol, SPONSOR's instructions, or the terms of this Agreement or the applicable SOW shall not be considered negligence for purposes of this exception.
Indemnification by Sponsor. Sponsor shall indemnify, defend and hold harmless Worldwide and its Affiliates and their respective officers, directors, employees and agents (the “Worldwide Group”) from any Losses arising from any Claim arising out of (i) Worldwide’s adherence to written instructions provided by Sponsor to Worldwide, including adherence to the Protocol and proper performance of the Services in accordance with this Agreement and the Protocol; (ii) the Study drug’s harmful or otherwise adverse effect, including, without limitation, a Claim based upon the consumption, sale, distribution or marketing of any substance, including the Study drug, (iii)any breach by Sponsor of any material obligations under this Agreement, or (iv) the negligence or intentional misconduct of Sponsor, except to the extent such Losses are caused by Worldwide Group’s negligence or wilful misconduct. In the event Worldwide incurs reasonable and necessary costs or out-of-pocket expenses as a result of it becoming involved in, or being required to appear or otherwise participate in, a matter (i) relating to the Study that is the subject of a claim or any proceeding, litigation, arbitration or some other dispute resolution mechanism, and (ii) where Worldwide’s performance of the Services in a manner other than in compliance with this Agreement is not at issue in such claim, then Sponsor shall reimburse Worldwide for pre-approved reasonable and necessary costs or out-of-pocket expenses. The Parties agree to cooperate with each other and to use commercially reasonable best efforts in good faith to minimize Worldwide’s participation in and the costs or out-of-pocket expenses relating to such disputes.
Indemnification by Sponsor. The Sponsor shall indemnify and save harmless from and against any and all liability to which the Trustee may be subjected by reason of any act or conduct in its capacity as Trustee, including all expenses reasonably incurred in its defense, except for losses or expenses resulting from the negligence or willful misconduct of the Trustee or its affiliates.
Indemnification by Sponsor. Sponsor will indemnify, defend, and hold Client and their respective directors, officers, employees, agents, and assigns (collectively, “Client Parties”) harmless from and against any and all third party claims, liabilities, damages, and expenses, including, without limitation, attorneys’ fees and expenses, resulting from (a) Sponsor’s performance under or breach of this Agreement or (b) Client’s use of Sponsor Marks in accordance with the terms of this Agreement. Sponsor will have no obligation to indemnify a Client Party to the extent the liability is solely caused by such Client Party’s gross negligence or willful misconduct.
Indemnification by Sponsor. Sponsor will indemnify, defend, and hold harmless MSKCC, and its trustees, officers, professional staff, employees, agents, successors, heirs and assigns (“MSKCC Indemnitees”) from and against:
Indemnification by Sponsor. Sponsor agrees to defend, indemnify and hold harmless Emory, and their respective trustees, officers, directors, employees, agents, and contractors, including the Principal Investigator (“Emory Indemnitees”) from and against any and all third-party claims, lawsuits and demands and the associated liabilities, damages, costs and expenses (including reasonable attorneys’ fees) (each, a “Claim” and collectively, “Claims”) arising out of or relating to (i) Emory’s participation in and/or performance of the Project, (ii) Sponsor’s use of the Project results or Project data, or (iii) any negligent act or willful misconduct on the part of any Sponsor’s Indemnitees (as defined below), or (iv) any material breach of this Agreement by any Sponsor Indemnitee; provided, however, that Sponsor’s obligations shall not extend to an Emory Indemnitee for that portion of any Claim attributable to (i) the negligence or willful misconduct of any Emory Indemnitees in their performance of the Project under this Agreement, or (ii) any material breach of this Agreement by any Emory Indemnitee.
Indemnification by Sponsor. SPONSOR agrees to defend, indemnify and hold harmless Emory, its Affiliates, and their respective trustees, officers, directors, employees, agents, and contractors, including the Principal Investigator (“Emory Indemnitees”) from and against any and all third-party claims, lawsuits and demands and the associated liabilities, damages, costs and expenses (including reasonable attorneys’ fees) (each, a “Claim” and collectively, “Claims”) arising out of or relating to (i) the performance of the Agreement, or (ii) SPONSOR’s use of the Project results, data and/or material or any Intellectual Property to which rights, title and interest are assigned or granted to SPONSOR hereunder, or (iii) any failure by SPONSOR to comply with any applicable U.S. law, rule or regulation, or (iv) any negligent act or willful misconduct on the part of any SPONSOR Indemnitees; provided, however, that SPONSOR’s obligations shall not extend to an Emory Indemnitee for that portion of any claim attributable to (i) the negligence or willful misconduct of any Emory Indemnitees in their performance under this Agreement, or (ii) any failure by an Emory Indemnitee to comply with any applicable U.S. governmental law, rule or regulation.
Indemnification by Sponsor. Sponsor shall indemnify, defend and hold harmless Institution, its directors, officers, agents and employees against any actions, suits, proceedings, liabilities and damages that may result from the conduct of the Study pursuant to the Protocol.
Indemnification by Sponsor. Sponsor shall indemnify, defend and hold harmless Institution, and any trustees, officers, staff, agents, employees, or students of Institution (collectively, “Institution Indemnitees”) against any third party claim or lawsuit (a “Claim”) arising out of any side-effect or adverse reaction, illness or injury directly resulting from use of the Study Drug in strict accordance with the Protocol in the Study. The foregoing indemnity will not apply to the extent a Claim arises out of: (i) the negligence, gross negligence or willful misconduct of any Institution Indemnitee or (ii) the failure of any Institution Indemnitee to (x) adhere to the terms of this Agreement, the Protocol, or any written instructions from Sponsor or its designee or (y) comply with any Applicable Laws or governmental requirements. Odškodnění zadavatelem. Zadavatel odškodní a bude chránit a bránit Zdravotnické zařízení a všechny pověřence, úředníky, personál, zástupce, zaměstnance nebo studenty Zdravotnického zařízení (dále společně označováni jako „Chráněné osoby Zdravotnického zařízení”) před jakýmikoli žalobami nebo soudními spory (dále jen „Nárok“) vyplývajícími z jakéhokoli vedlejšího účinku nebo nežádoucího účinku, onemocnění nebo zdravotní újmy vzniklými jako přímý důsledek použití Hodnoceného přípravku v přísném souladu s Protokolem Studie. Výše uvedené odškodnění nebude platit, pokud nárok vzniká v důsledku: (i) zanedbání, hrubého zanedbání nebo úmyslného nesprávného jednání jakékoli Chráněné osoby Zdravotnického zařízení nebo (ii) selhání jakékoli Chráněné osoby Zdravotnického zařízení při (x) dodržování podmínek této Smlouvy, Protokolu nebo jakýchkoli písemných instrukcí Zadavatele či osoby jím pověřené nebo (y) dodržování jakýchkoli Příslušných právních předpisů nebo vládních požadavků.
