Indemnification of SERB Sample Clauses

Indemnification of SERB. Contractor shall indemnify and forever hold harmless the Commonwealth of Pennsylvania, SERB and its members, officers, agents, and employees, from and against any and all third party claims, demands, actions, or liability of any nature, including, but not limited to, attorneys’ fees, expenses, and court costs, based upon, arising out of or in connection with the negligent, reckless, willfully improper, or illegal performance of services by Contractor, an affiliate, their respective partners, directors, officers, employees, and agents selected by them and performing services under this Contract for or on behalf of SERB. At SERB’s option and in its reasonable discretion, Contractor shall defend at its expense any third party actions brought against the Commonwealth of Pennsylvania, SERB and its members, officers, agents, and employees arising out of or in connection with any services performed or the failure to perform services, or other breach of this Contract, by Contractor, an affiliate, their respective partners, directors, officers, employees, and agents selected by them and performing services for or on behalf of SERB, and the costs of such defense shall be borne by Contractor, and shall not constitute an expense of, and shall not be paid out of, SERB’s assets. Nothing contained herein, or elsewhere in this Contract, shall be deemed to require, or hold Contractor liable, to defend, hold harmless and indemnify the Commonwealth of Pennsylvania or SERB, its members, officer, agents and employees, from their own acts of negligence, omissions, commissions, breaches or tortious conduct.