Common use of Indemnification/Hold Harmless Clause in Contracts

Indemnification/Hold Harmless. Licensee agrees to indemnify, defend (with counsel selected by Licensee) and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, or contractors.

Indemnification/Hold Harmless. Licensee agrees to As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend (with counsel selected by Licensee) acceptable to the CITY, and hold Licensor CITY and its parent, subsidiaries and affiliates and their respective CITY’s officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, inviteesand volunteers harmless and free from any and all claims, contractorsliabilities, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licenseeexpenses, its agentsincluding attorney’s fees, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of Licensor or its agents, services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or contractorsvolunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. Licensee agrees As a further consideration and inducement for this compromise settlement, Releasors agree to indemnify, defend (with counsel selected by Licensee) defend, and to hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents each of the Releasees harmless from any and all past, present and future claims, judgmentsdemands, liens, subrogated claims, causes of action, in law or in equity, whether known or unknown, which may hereafter be made or brought by or on behalf of Releasors or any other person or entity claiming by, through or under Releasors, claiming damages, penaltiesreimbursement, finessubrogation, costsindemnity, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to contribution which might be selected by Licensor) which arise dining filed or after the term of this License, from or in connection with the Dish unless caused claimed as a result of or in any way arising out of the negligence aforesaid injuries or willful misconduct damages, in any way arising directly or indirectly from events, incidents, or occurrences arising from the events of Licensorthe Lawsuit and referenced herein. This also includes any claims, its officersdemands, employees or agentsotherwise that may arise related to any allocation or apportionment of the sums set forth herein arising from the events of the Lawsuit, or any claims by the Qualified Settlement Fund Administrator or by any third parties with respect to operation of and/or disbursements from the Qualified Settlement Fund. Licensor It is the intent of Releasors that this indemnity agreement shall not be liable include indemnification to the Releasees for any lossand all judgments, damage awards, settlements, costs, attorney’s fees, or injury of any kind whatsoever to the property of Licensee or the property or person, including deathexpenses, of whatever nature, it being the intent of Releasors to completely and fully terminate any of Licensee’s employees, agents, invitees, contractors, exposure or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure liability on the part of Licensee Releasees arising from the events of the Lawsuit. Releasors agree to maintain said Licensed Area in safe conditionsatisfy any and all claims for payments and liens arising out of the subject matter of the Lawsuit from the Settlement Amount, including but not limited to medical liens, hospital liens, claims made by any public or private health insurers, any federal or state Medicare or Medicaid claims, and attorney liens from their current attorneys and former attorneys they have retained or who hold a lien on this cause, and any and all other liens or subrogation rights of any kind which may have accrued as a result of medical care, hospital care, physical therapy, counseling or any other medical/mental health care or treatment rendered to the Releasors. Releasors agree to, and are responsible for, notification of this Agreement to any health plans, holders of liens, and assignees. Releasees have no responsibility to notify any person or entity of this Agreement on behalf of Releasors In the event Releasors establish a Medicare/Medicaid set-aside, or if Medicare/Medicaid requires a set-aside for future medical payments, Releasors agree it will be their sole responsibility and not the responsibility of Releasees or their counsel. The Parties agree that Releasors shall have sole responsibility for addressing the past, present, and future interests of Medicare/Medicaid related to this settlement. If the cost of protecting Medicare/Medicaid consumes all or a substantial portion of the Settlement Amount, Releasors agree that they will not seek to set aside or withdraw from this Agreement and Releasees shall have no continuing obligations to Releasors. To comply with the applicable federal regulations and to reasonably recognize Medicare/Medicaid’s interests, Releasors represent that they agree to fully satisfy any and all Medicare/Medicaid conditional payments, subrogation interests, claims and/or liens, as may be finally determined and/or compromised, from the proceeds of the Settlement Amount identified in Section IV.A above. Releasors agree to reserve the necessary funds from the Settlement Amount to cover such conditional payments, subrogation interests, claims and/or liens asserted by any act or omission Medicare/Medicaid related to this Agreement. Releasors agree to defend, protect, indemnify and save and hold harmless each of Licensee or of any of Licensee’s the Releasees and their respective heirs, executors, administrators, agents, assigns, successors, servants, employees, agents directors, officers, related corporate entities, and its insurer, if any person, firm, corporation or inviteesother entity claiming by, through or under Releasors shall assert or attempt to assert any claim, action or demand by reason of the foregoing matters arising from the events of the Lawsuit, including but not limited to, any claim for contribution or indemnification or arising from any other cause whatsoever; and Licensee, as actual or claimed lien or subrogation right or any claim of interest in or entitlement to all or a material part of any of the consideration proceeds of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, or contractorsAgreement.

Indemnification/Hold Harmless. Licensee agrees to As a separate and independent covenant from CONTRACTOR’s obligations under Section 21 hereof, CONTRACTOR shall indemnify, protect, defend (with counsel selected by Licensee) acceptable to the CITY, and hold Licensor CITY and its parent, subsidiaries and affiliates and their respective CITY’s officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, inviteesand volunteers harmless and free from any and all claims, contractorsliabilities, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licenseeexpenses, its agentsincluding attorney’s fees, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct relating to any negligent act, negligent omission, or wrongful conduct related in any way to CONTRACTOR’s performance of Licensor or its agents, services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or contractorsvolunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, or wrongful conduct, CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, or wrongful act, any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. Licensee agrees to indemnifyTo the fullest extent permitted by law, defend (with counsel selected by Licensee) the Association shall defend, protect, hold harmless, and hold Licensor indemnify the County and its parentelected officials, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, inviteescontractors, and assigns from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants) (“Losses”) to the extent (i) caused by the negligent acts or omissions of the Association (expressly excluding negligent acts or omissions that the Association would not be responsible for under applicable law); (ii) any conduct or activities of the Association that violate any applicable state or local law, rule, regulation or ordinance; or (iii) any breach by the Association of any of its obligations, representations or warranties contained in this Agreement. Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist pursuant to this Agreement. To the fullest extent permitted by law, the County shall defend, protect, hold harmless, and indemnify the Association and its elected officials, employees, agents, contractors, or licensees or and assigns from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of any attorneys, expert witnesses, and other person whomsoever consultants) (“Losses”) to the extent (i) caused by any use the negligent acts or omissions of the Licensed Area by LicenseeCounty (expressly excluding negligent acts or omissions that the County would not be responsible for under applicable law); (ii) any conduct or activities of the County that violate any applicable state or local law, its agentsrule, employees, invitees, contractors regulation or licensees ordinance; or occasioned (iii) any breach by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or County of any of Licensee’s employeesits obligations, agents representations or inviteeswarranties contained in this Agreement. Such obligation shall not be construed to negate, abridge or arising from any otherwise reduce other cause whatsoever; and Licenseerights or obligations of indemnity which would otherwise exist pursuant to this Agreement. To the extent permissible by law, as a material part of the consideration provisions of this License, hereby waives on its behalf all claims and demands against Licensor for Section 16 shall survive the Term of this Agreement to the extent of any such loss, damage Loss based upon or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence any acts or willful misconduct omissions occurring during the Term of Licensor or its agents, officers, employees, or contractorsthis Agreement .

Indemnification/Hold Harmless. Licensee agrees to As a separate and independent covenant from CONTRACTOR’s obligations under Section 11 hereof, CONTRACTOR shall indemnify, protect, defend (with counsel selected by Licensee) acceptable to the CITY, and hold Licensor CITY and its parent, subsidiaries and affiliates and their respective CITY’s officers, directorsemployees, employees agents, and agents volunteers harmless and free from any and all claims, judgmentsliabilities, damagesor expenses, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ attorney’s fees, consultant feesarising out of or relating to any negligent act, and expert fees (consultants and experts to be selected by Licensor) which arise dining negligent omission, or after the term of this Licensewrongful conduct, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage damage, or injury of any kind whatsoever to the property of Licensee or the property or personinjury, including death, that is sustained from any communicable disease (including, but not limited to any form of the coronavirus, or anything emanating from or related to a coronavirus), related in any way to CONTRACTOR’s performance of its services pursuant to this Contract. In the event CITY and/or any of LicenseeCITY’s officers, employees, agents, invitees, contractorsor volunteers are named in any lawsuit, or licensees should any claim be made against it or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents them by lawsuit or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim otherwise arising out of negligence or willful misconduct relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury, including death, that is sustained from any communicable disease (including, but not limited to any form of Licensor the coronavirus, or its agentsanything emanating from or related to a coronavirus), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury, including death, that is sustained from any communicable disease (including, but not limited to any form of the coronavirus, or anything emanating from or related to a coronavirus), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Contract because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or contractorsvolunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Contract except as otherwise expressly provided for by this Contract. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Contract. The CONTRACTOR’s obligations under this Section of the Contract shall survive the termination of the Contract.

Indemnification/Hold Harmless. Licensee agrees to APPLICANT shall indemnify, save harmless and defend (with counsel selected by Licensee) the CITY, its elected and hold Licensor and its parentappointed officials, subsidiaries and affiliates and their respective officersemployees, directors, employees volunteers and agents harmless (including reimbursing the CITY for all costs and attorneys' fees) from any and all damages, claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including deathdemands, of any kind, on account of Licensee’s employees, agents, invitees, contractors, injury to or licensees or death of any other person whomsoever and all persons, caused by any APPLICANT or its use of the Licensed Area by Licenseesidewalk right-of-way in this permit, including, but not limited to, APPLICANT, its agents, employees, inviteessubcontractors and their successors and assigns as well as the CITY or the CITY's employees, elected and appointed officials and agents, contractors and all third parties. APPLICANT shall further indemnify, save harmless and defend the CITY, as provided above, from all property damage of any kind, whether tangible or licensees intangible, including loss of use resulting from such damage, that occurs in connection with any work performed by APPLICANT or occasioned caused, in whole or in part, by the failure on the part presence of Licensee to maintain said Licensed Area in safe conditionAPPLICANT or its officials, employees, agents, contractors, subcontractors, or their property upon or in proximity to CITY right- of-way. Such indemnification will not extend to damages, claims, or demands that are caused by any act the negligence or omission intentional misconduct of Licensee or of any of Licensee’s the CITY, its employees, agents or inviteescontractors. Such negligence shall not include the issuance of this Permit. APPLICANT agrees that its obligations under this section extend to any claim, demand, and/or cause of action brought by, or arising from on behalf of, any other cause whatsoever; and Licenseeof its employees or agents. For this purpose, APPLICANT, by mutual negotiation, hereby waives, as a material part respects the CITY only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the consideration event the CITY incurs any judgment, award, and/or cost arising therefrom including attorneys' fees to enforce the provisions of this Licensearticle, hereby waives on its behalf all claims such fees, expenses, and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein costs shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, or contractorsrecoverable from APPLICANT.

Indemnification/Hold Harmless. Licensee agrees to indemnify, defend (with counsel selected by Licensee) and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ ' fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining during or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s 's employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s 's employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, or contractors.

Indemnification/Hold Harmless. Licensee The Developer hereby agrees to indemnify, defend (with counsel selected by Licensee) defend, pay on behalf of, and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of LicensorCity, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; elected and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agentsappointed officials, officers, employees, agents, representatives and volunteers and each of them from and against any and all suits, actions, legal or contractorsadministrative proceedings, claims demands, damages, liabilities, interest, attorney’s fees, costs, and expenses of whatsoever kind or nature whether arising before, during or after completion of work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of the Developer or of anyone acting under its direction or control or on its behalf even if liability is also sought to be imposed on the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend, pay on behalf of and hold harmless the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers and each of them shall be applicable unless liability results from the sole negligence of the City, or its elected and appointed officials, officers, employees, agents, representatives and volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers by an employee of the Developer, any subcontractor, or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph 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 Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to the City, its elected and appointed officials, officers, employees, agents,representatives and volunteers under this or any other contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, its elected and appointed officials, officers, employees , agents ,representatives and volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. In the event that Developer employs other persons, firms, corporations or entities (sub-contractor) as part of the work covered by this Agreement, it shall be the Developer’s responsibility to require and confirm that each sub-contractor enters into an Indemnity Agreement in favor of the City, it’s elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to those found in Wisconsin Statute S. 893.80. This indemnity provisions shall survive the termination or expiration of this Agreement.

Indemnification/Hold Harmless. Licensee In consideration for the use District premises, User voluntarily agrees to indemnify, defend (with counsel selected by Licensee) defend, and hold Licensor the District and its parentemployees, subsidiaries agents, representatives, and affiliates and their respective officers, directors, employees and agents volunteers harmless from and against from and against any and all claims, judgmentsdamages, damagesdemands, actions, lawsuits, liens, liabilities, penalties, fines, costsor other such proceedings including, liabilities without limitation, for personal injuries, loss of life, or property damage related to or associated with COVID-19 (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant feescollectively “Claims”), and expert shall pay all costs and reasonable attorney’s fees incurred in the defense thereof, for any Claim (consultants and experts to be selected by Licensora) which arise dining or after the term of this License, from arising in whole or in connection with the Dish unless caused as a result part out of any use, occupancy, or occurrence in, on, at or from District property or facilities, (b) arising in whole or in part out of any act, omission or negligence of User, its officers, employees, agents, contractors, subcontractors, invitees, licensees, (c) advanced or prosecuted by any Visitor, officer, employee, agent, contractor, invitee, or licensee of the User; or (d) arising in whole or in part out of any breach or default by User under this agreement; provided that User shall not be liable to the District if and to the extent such Claims arise out of the gross negligence or willful misconduct of Licensorthe District. Solely for the purpose of effectuating the indemnification obligations under this Lease, its officers, employees or agents. Licensor shall and not be liable for any loss, damage or injury the benefit of any kind whatsoever third parties (including but not limited to employees of User), User specifically and expressly waives any immunity that may be granted it under the property Washington State Industrial Insurance Act, Title 51 RCW. I have read the 2021-22 Additional Use Fees and I will comply with all rules listed herein and in Eastmont School District Procedure 4260-P Use of Licensee School Facilities. Applicant/User Print Name: Signature: Date: The District reserves the right to refuse or revoke any authorization issued for the property or person, including death, of any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licenseea school building or grounds, its agentsand if rental has been paid, employees, invitees, contractors or licensees or occasioned to refund such rental less expense incurred by the failure on the part District in connection therewith. SCHOOL or ATHLETIC OFFICE USE ONLY: Date Application Submitted: Received By: Insurance Expiration Date: Proof of Licensee to maintain said Licensed Area in safe condition, Residence &/or Nonprofit Status Verified: District Facilities Administrator Approval or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, or contractors.Principal: FOR DISTRICT OFFICE USE ONLY: Date Received: Electronic Contract Sent:

Indemnification/Hold Harmless. Licensee agrees Lessee shall, to the fullest extent permitted by law, indemnify, defend (with counsel selected by Licensee) defend, protect and hold Licensor and harmless Lessor, its parentemployees, subsidiaries and affiliates and their respective officers, directors, employees directors and agents harmless partners from and against any claims, judgmentsdemands, debts, causes of action, injury, liabilities, losses, damages, penalties, fines, costs, liabilities expenses (including sums paid in settlements of claims) or loss including actual attorneys’ fees), consultant feesawards, and expert fees court costs, penalties, fines or judgments (consultants and experts “Claims”), resulting from, relating to be selected by Licensoror arising out of (a) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result use of the subject Venue pursuant to this Agreement, (b) breach of the obligations of the Lessee under this Agreement. The above notwithstanding, (a) Lessee shall not be obligated to indemnify Lessor, or any other enumerated indemnitee, for any Claim found by a court of competent jurisdiction, on the merits of any litigation, to have been caused by the sole negligence or willful misconduct of Licensorthe Lessor, its officersor any other enumerated indemnitee, employees or agents. Licensor and (b) Lessee’s indemnity obligations shall not be liable for construed to negate, abridge or otherwise reduce any lossother right or obligation of indemnity which would otherwise exist under this Agreement or under the law. Lessee further understands, damage or injury agrees, and acknowledges, that if any Claim is asserted against Lessor, by reason of any kind whatsoever services provided by Lessee under this Agreement, giving rise to a duty to defend, whether suit is filed or not, Lessor shall have the property immediate right to elect, in Lessor ’s sole and absolute discretion, whether to contest such Claim, and Lessee shall be required to perform the obligations of Licensee Lessee, as set forth above in this paragraph regardless of whether Lessor elects to contest such Claim. If Lessor decides to contest such Claim, Lessor shall have the right to select it’s own counsel and to control is own defense, and Lessee shall bear the cost of such defense and otherwise defending such Claim. Lessor shall have the right, at its option, upon notice to Lessee, to tender its defense to Lessee and to approve or disapprove such counsel as Lessee deems necessary to represent Lessor in connection with any Claim being the property subject of indemnity, and all fees and expenses of such defense shall be the sole responsibility of Lessee. This indemnity provision shall survive the termination or personexpiration of this Agreement, including death, of and shall not be limited in any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned way by the failure on the part amount or type of Licensee to maintain said Licensed Area in safe condition, or insurance obtained by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause anyone whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, or contractors.

Indemnification/Hold Harmless. Licensee agrees to As a separate and independent covenant from CONTRACTOR's obligations under Section 21 hereof, CONTRACTOR shall indemnify, protect, defend (with counsel selected by Licensee) acceptable to the CITY, and hold Licensor CITY and its parent, subsidiaries and affiliates and their respective CITY's officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, inviteesand volunteers harmless and free from any and all claims, contractorsliabilities, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licenseeexpenses, its agentsincluding attorney's fees, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct relating to any negligent act, negligent omission, or wrongful conduct related in any way to CONTRACTOR's performance of Licensor or its agents, services pursuant to this Agreement. In the event CITY and/or any of CITY's officers, employees, agents, or contractorsvolunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, or wrongful conduct, CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, or wrongful act, any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney's fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR's professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY's officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY's officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR's obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. Licensee agrees Consultant shall, in addition to indemnifyany other obligation to indemnify The School Board of Palm Beach County, defend (with counsel selected Florida and to the fullest extent permitted by Licensee) law, protect, defend, indemnify and hold Licensor and its parentharmless the School Board, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employeeselected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged; bodily injury, sickness, disease or death, or contractorsinjury to or destruction of tangible property including the loss of use resulting there from, or any other damage or loss arising out of, or claimed to have resulted in whole or in part from any actual or alleged negligent act or omission of the Consultant, Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by Contractor in the performance of the work; or liens, claims or actions made by the Consultant or any subcontractor or other party performing the work; or claims by third parties (including, but not limited to, Contractor’s employees or subcontractors) based upon an alleged breach by Contractor of any agreement with such third party (e.g., an employment agreement or licensing agreement), or allegation that Contractor’s provision of services to the School Board pursuant to the Contract infringes upon or misappropriates a patent, copyright, trademark, trade secret, or other proprietary right of the third party. The indemnification obligations hereunder shall not be limited to any limitation on the amount, type of damages, compensation or benefits payable by or for the Consultant of any subcontractor under workers' compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Consultant recognizes the broad nature of this indemnification and hold harmless article, and voluntarily makes this covenant for good and valuable consideration provided by the School Board in support of this indemnification in accordance with the laws of the State of Florida. This article will survive the termination of this Contract.

Indemnification/Hold Harmless. Licensee The Developer hereby agrees to indemnify, defend (with counsel selected by Licensee) defend, pay on behalf of, and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of LicensorCity, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; elected and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agentsappointed officials, officers, employees, agents, representatives and volunteers and each of them from and against any and all suits, actions, legal or contractorsadministrative proceedings, claims demands, damages, liabilities, interest, attorney’s fees, costs, and expenses of whatsoever kind or nature whether arising before, during or after completion of work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of the Developer or of anyone acting under its direction or control or on its behalf even if liability is also sought to be imposed on the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend, pay on behalf of and hold harmless the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers and each of them shall be applicable unless liability results from the sole negligence of the City, or its elected and appointed officials, officers, employees, agents, representatives and volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers by an employee of the Developer, any subcontractor, or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph 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 Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to the City, its elected and appointed officials, officers, employees, agents,representatives and volunteers under this or any other contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, its elected and appointed officials, officers, employees , agents ,representatives and volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. In the event that Developer employs other persons, firms, corporations or entities (sub-contractor) as part of the work covered by this Agreement, it shall be the Developer’s responsibility to require and confirm that each sub- contractor enters into an Indemnity Agreement in favor of the City, it’s elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to those found in Wisconsin Statute S. 893.80. This indemnity provisions shall survive the termination or expiration of this Agreement.

Indemnification/Hold Harmless. Licensee agrees to As a separate and independent covenant from CONTRACTOR’s obligations under Section 21 hereof, CONTRACTOR shall indemnify, protect, defend (with counsel selected by Licensee) acceptable to the CITY, and hold Licensor CITY and its parent, subsidiaries and affiliates and their respective CITY’s officers, directorsemployees, employees agents, and agents volunteers harmless and free from any and all claims, judgmentsliabilities, damagesor expenses, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ attorney’s fees, consultant feesarising out of or relating to any negligent act, and expert fees (consultants and experts to be selected by Licensor) which arise dining negligent omission, or after the term of this Licensewrongful conduct, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage damage, or injury of any kind whatsoever to the property of Licensee or the property or personinjury, including death, that is sustained from any communicable disease (including, but not limited to any form of the coronavirus, or anything emanating from or related to a coronavirus), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of LicenseeCITY’s officers, employees, agents, invitees, contractorsor volunteers are named in any lawsuit, or licensees should any claim be made against it or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents them by lawsuit or invitees, or arising from any other cause whatsoever; and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim otherwise arising out of negligence or willful misconduct relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury, including death, that is sustained from any communicable disease (including, but not limited to any form of Licensor the coronavirus, or its agentsanything emanating from or related to a coronavirus), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury, including death, that is sustained from any communicable disease (including, but not limited to any form of the coronavirus, or anything emanating from or related to a coronavirus), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or contractorsvolunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. Licensee Contractor agrees to indemnify, defend (with counsel selected by Licensee) and hold Licensor and harmless, the City, its parent, subsidiaries and affiliates and their respective officers, directorsagents, and employees from, and agents harmless from against any and all claims, judgmentsactions, damagesliabilities, penaltieslosses and expenses including, finesbut not limited to, costsattorney’s fees for personal, liabilities (including sums paid economic or bodily injury, wrongful death, loss of or damage to property, at law or in settlements equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of claims) Contractor, agents, laborers, subcontractors or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or other personnel entity acting under Contractor’s control in connection with the Dish unless caused as a result Contractor’s performance of services under this Contract and to that extent Contractor shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorney’s fees expended by the negligence City in defense of such claims and losses including appeals. That the aforesaid hold- harmless Contract by Contractor shall apply to all damages and claims for damages of every kind suffered, or willful misconduct of Licensoralleged to have been suffered, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, by reason of any of Licensee’s employeesthe aforesaid operations of Contractor or any agent laborers, agentssubcontractors or employee of Contractor regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. Contractor shall be held responsible for any violation of laws, inviteesrules, contractorsregulations or ordinances affecting in any way the conduct of all persons engaged in or the materials or methods used by Contractor on the Work. Contractor shall give all notices and comply with all laws, or licensees or ordinances, rules, regulations and orders of any other person whomsoever caused by any use public authority bearing on the performance of the Licensed Area by LicenseeWork under this Contract. Contractor shall secure all permits, its agentsfees, employeeslicenses, invitees, contractors or licensees or occasioned by and inspections necessary for the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a material part execution of the consideration Work, and upon termination of this License, hereby waives on its behalf all claims and demands against Licensor Contract for any reason, Contractor shall transfer such losspermits, damage or injury suffered if any, and if allowed by Licenseelaw, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein to the City. This indemnification shall be deemed to waive any claim arising out survive the termination of negligence or willful misconduct of Licensor or its agents, officers, employees, or contractorsthis Contract.

Indemnification/Hold Harmless. Licensee The Developer hereby agrees to indemnify, defend (with counsel selected by Licensee) defend, pay on behalf of, and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of LicensorCity, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the property of Licensee or the property or person, including death, of any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; elected and Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agentsappointed officials, officers, employees, agents, representatives and volunteers and each of them from and against any and all suits, actions, legal or contractorsadministrative proceedings, claims, demands, damages, liabilities, interest, attorney’s fees, costs, and expenses of whatsoever kind or nature whether arising before, during or after completion of work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of the Developer or of anyone acting under its direction or control or on its behalf even if liability is also sought to be imposed on the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers. For indemnity actions arising out of the work of a design professional, the Developer shall be required to indemnify the City to the extent the claim arisies out of the negligence, reckelessness or willful miscondict of the Developer and/or design professional. The obligation to indemnify, defend, pay on behalf of and hold harmless the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers and each of them shall be applicable unless liability results from the sole negligence of the City, or its elected and appointed officials, officers, employees, agents, representatives and volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers by an employee of the Developer, any subcontractor, or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph 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 Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to the City, its elected and appointed officials, officers, employees, agents,representatives and volunteers under this or any other contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, its elected and appointed officials, officers, employees , agents ,representatives and volunteers for any and all reasonable legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. In the event that Developer employs other persons, firms, corporations or entities (sub-contractor) as part of the work covered by this Agreement, it shall be the Developer’s responsibility to require and confirm that each sub- its contractor enters into an Indemnity Agreement in favor of the City, it’s elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to those found in Wisconsin Statute S. 893.80. This indemnity provisions shall survive the termination or expiration of this Agreement. [this section is duplicative of the prior part of the section]The Developer hereby agrees to defend, pay on behalf of, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees or authorized representatives and volunteers and others working on behalf of the City against any and all suits, actions, legal or administrative proceedings, claims demands, damages, liabilities, interest, attorney’s fees, costs, and expense of whatsoever kind or nature whether arising before, during or after completion of work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of the Developer or of anyone acting under its direction or control or on its behalf in connection with or incident to the performance of this Agreement regardless if liability without fault is sought to be imposed on the City. The Developer’s aforesaid indemnity and hold harmless agreement shall not be applicable to any liability caused by the sole fault, sole negligence, or willful misconduct of the City, or its elected and appointed officials, officers, employees or authorized representatives or volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers by an employee of the Developer, any subcontractor, or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph 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 Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers under this or any other contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to those found in Wisconsin Statute S. 893.80.