Common use of Indemnification/Duty to Defend Clause in Contracts

Indemnification/Duty to Defend. During and after the term hereof, consultant agrees to indemnify and save and hold harmless the County from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to the County in the performance of this Agreement, provided such damages are the result of consultant’s, its directors’, officers’, agents’, or independent contractors’ negligence, recklessness or intentional misconduct. Upon written request by County, consultant shall defend and provide legal representation for any claims arising out of this Agreement due to the actions or inactions of consultant or its employees or agents, by attorneys and other professionals approved by County. Notwithstanding the foregoing, County may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of County, its attorneys shall control the resolution of such matters. Upon demand, consultant shall pay or, in the sole and absolute discretion of the County, reimburse the County for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith. This indemnity obligation does not include liabilities caused by or resulting from the sole negligence of County.

Appears in 3 contracts

Samples: Professional Services Agreement, Engineering Consulting Agreement, Professional Services Agreement

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Indemnification/Duty to Defend. During and after the term hereof, consultant Xxxxxx agrees to indemnify and save and hold harmless the County for all personal injuries, deaths, property loss or damage, or any other damages to any and all third parties, from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to the County from any acts of the Vendor, its directors, officers, agents, or independent contractors in the performance of this Agreement, provided such damages are the result of consultant’s, its directors’, officers’, agents’, or independent contractors’ negligence, recklessness or intentional misconduct. Upon written request by County, consultant Vendor shall defend and provide legal representation for any claims arising out of this Agreement due to the actions or inactions of consultant the Vendor or its employees or agents, by attorneys and other professionals approved by County. Notwithstanding the foregoing, County may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of County, its attorneys shall control the resolution of such matters. Upon demand, consultant Vendor shall pay or, in the sole and absolute discretion of the County, reimburse the County for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith. This indemnity obligation does not include liabilities caused by or resulting from the sole negligence of County.

Appears in 2 contracts

Samples: Fiber Construction, Maintenance, and Restoration Services Agreement, Project B Agreement

Indemnification/Duty to Defend. During and after the term hereof, consultant Concessionaire agrees to indemnify and save and hold harmless the County for all personal injuries, deaths, property loss or damage, or any other damages to any and all third parties, from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to the County from any acts of the Concessionaire, its directors, officers, agents, or independent contractors in the performance of this Agreement, provided such damages are the result of consultant’s, its directors’, officers’, agents’, or independent contractors’ negligence, recklessness or intentional misconduct. Upon written request by County, consultant Concessionaire shall defend and provide legal representation for any claims arising out of this Agreement due to the actions or inactions of consultant the Concessionaire or its employees or agents, by attorneys and other professionals approved by County. Notwithstanding the foregoing, County may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of County, its attorneys shall control the resolution of such matters. Upon demand, consultant Concessionaire shall pay or, in the sole and absolute discretion of the County, reimburse the County for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith. This indemnity obligation does not include liabilities caused by or resulting from the sole negligence of County.

Appears in 1 contract

Samples: Canoe, Kayak And

Indemnification/Duty to Defend. During and after the term hereof, consultant Vendor agrees to indemnify and save and hold harmless the County for all personal injuries, deaths, property loss or damage, or any other damages to any and all third parties, from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to the County from any acts of the Vendor, its directors, officers, agents, or independent contractors in the performance of this Agreement, provided such damages are the result of consultant’s, its directors’, officers’, agents’, or independent contractors’ negligence, recklessness or intentional misconduct. Upon written request by County, consultant Vendor shall defend and provide legal representation for any claims arising out of this Agreement due to the actions or inactions of consultant the Vendor or its employees or agents, by attorneys and other professionals approved by County. Notwithstanding the foregoing, County may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of County, its attorneys shall control the resolution of such matters. Upon demand, consultant Vendor shall pay or, in the sole and absolute discretion of the County, reimburse the County for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith. This indemnity obligation does not include liabilities caused by or resulting from the sole negligence of County.

Appears in 1 contract

Samples: Contract_purpose» Agreement

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Indemnification/Duty to Defend. During and after the term hereof, consultant agrees to indemnify and save and hold harmless the County from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to the County in the performance of this Agreement, provided such damages are the result of consultant’s, its directors’, officers’, agents’, or independent contractors’ negligence, recklessness or intentional misconduct. Upon written request by County, consultant shall defend and provide legal representation for any claims arising out of this Agreement due to the negligent actions or inactions of consultant or its employees or agents, by attorneys and other professionals approved by County. Notwithstanding the foregoing, County may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of County, its attorneys shall control the resolution of such matters. Upon demand, consultant shall pay or, in the sole and absolute discretion of the County, reimburse the County for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith. This indemnity obligation does not include liabilities caused by or resulting from the sole negligence of County.

Appears in 1 contract

Samples: Engineering Consulting Agreement

Indemnification/Duty to Defend. During and after the term hereof, consultant agrees to indemnify and save and hold harmless the County from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to the County in the performance of this Agreement, provided such damages are the result of consultant’s, its directors’, officers’, agents’, or independent contractors’ negligence, recklessness or intentional misconduct. Upon written request by County, consultant shall defend and provide legal representation for any claims arising out of this Agreement due to the actions or inactions of consultant or its employees or agents, by attorneys and other professionals approved by County. Notwithstanding the foregoing, County may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of County, its attorneys shall control the resolution of such matters. Upon demand, consultant shall pay or, in the sole and absolute discretion of the County, reimburse the County for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith. This indemnity obligation does not include liabilities caused by or resulting from the sole negligence of County.

Appears in 1 contract

Samples: Agreement

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