Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA PTA and each member of its board of directors, (ii) the School, and (iii) XX School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA PTA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA PTA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA PTSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA PTSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAPTSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSAPTSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA PTSA and the Administrator, in a form approved by the PTSA and provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.. The Academy website, including the registration system, will be developed by the

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA PTO and each member of its board of directors, (ii) the School, and (iii) Loudoun County School System Board from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA PTO and the school with evidence a certificate of liability insurance in substantially naming the form attachedPTO and Loudoun County School Board as an additionally insured on the general liability insurance coverage as their interests may appear. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA PTO and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA PTA and each member of its board Board of directorsDirectors, (ii) the School, and (iii) Xxxxxxxxxx County School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA PTA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be vendor employees or staff are required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA PTA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA SCA and each member of its board of directors, (ii) the School, and (iii) Verona School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA SCA with evidence of insurance in substantially the form attached. Flex Academies, LLC will name the district as an additional insured on the policy. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSASCA, and Administrator. The form of this indemnity agreement will be in substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSASCA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA SCA, School and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA PFO and each member of its board of directors, (ii) the School, and (iii) Stamford School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA PFO with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAPFO, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSAPFO, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA PTA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA PTA and each member of its board of directors, (ii) the School, and (iii) Xxxxxxxxxx County School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA PTA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be in substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA PTA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA PFO and each member of its board of directors, (ii) the School, and (iii) School System Stamford Public Schools from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA PFO with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAPFO, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSAPFO, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the The parents or guardians of all student participants in the Academy students will be required to sign an agreement limiting the liability of the PTA/PTO/HSA School, the PFO and the Administrator, in a form approved and provided by the Administrator. No student will be permitted to participate in the Academy without completion of this waiver.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA PTO and each member of its board of directors, (ii) the School, and (iii) Stamford School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA PTO with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be in substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA PTA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA SCA and each member of its board of directors, (ii) the School, and (iii) Verona School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA SCA with evidence of insurance in substantially the form attached. Flex Academies, LLC will name the district as an additional insured on the policy. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSASCA, and Administrator. The form of this indemnity agreement will be in substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSASCA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA SCA and the Administrator, in a form approved provided by the Administrator.