Indemnification; Release. (a) Consultant agrees to take all reasonable precautions to prevent injury to any persons (including employees of ATS) or damage to ATS's property while at ATS's work site. Consultant shall indemnify and hold ATS and its officers, agents, directors, and employees harmless against all claims, losses, expenses (including reasonable attorney's fees), and injuries to person or property (including death) resulting in any way, from any negligence on the part of Consultant in the performance or failure to perform the Scope of Work under this Agreement, excepting only those losses which are due solely and directly to ATS's negligence. (b) Consultant warrants that he/she has good and marketable title to all work products made, created, conceived, written, invented, or provided by Consultant to ATS while fulfilling the requirements of the Work Statement of this Agreement. Consultant further warrants that work product created for ATS shall be free and clear of all liens, claims, encumbrances, or demands of third parties, including any claims by any such third parties of any right, title, or interest in or to the work product arising out of any trade secret, copyright, or patent. Consultant shall indemnify, defend, and hold harmless ATS and its customers from any all liability, loss, costs, damage, judgment, or expense (including reasonable attorney's fees) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in this section (b). In the event of a breach of warranty, Consultant shall, at no additional cost to ATS, replace or modify the work product with a functionally equivalent and conforming work product, obtain for ATS the right to continue using the work product and in all other respects use its best efforts to remedy the breach. Consultant shall have no liability under this section for any work product created in accordance with detailed and specific design instructions created by ATS. (c) Should ATS permit Consultant to use any of ATS's equipment, tools, or facilities during the term of this Agreement, such permission will be gratuitous.
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Indemnification; Release. (a) Consultant agrees to take all reasonable precautions to prevent injury to any persons (including employees of ATS) or damage to ATS's property while at ATS's work site. Consultant shall indemnify and hold ATS and its officers, agents, directors, and employees harmless against all claims, losses, expenses (including reasonable attorney's fees), and injuries to person or property (including death) resulting in any way, from any negligence on the part of Consultant in the performance or failure to perform the Scope of Work under this Agreement, excepting only those losses which are due solely and directly to ATS's negligence.
(b) Consultant Contractor warrants that he/she it has good and marketable title to all of the inventions, information, material, or work products product made, created, conceived, written, invented, invented or provided by Consultant Contractor pursuant to ATS while fulfilling the requirements of the Work Statement provisions of this AgreementAgreement (“Work Product”). Consultant Contractor further warrants that work product created for ATS the Work Product shall be free and clear of all liens, claims, encumbrances, encumbrances or demands of third parties, including any claims by any such third parties of any right, title, title or interest in or to the work product Work Product arising out of any trade secret, copyright, copyright or patentpatent or otherwise. Consultant Contractor shall indemnify, defend, defend and hold harmless ATS Pro-Pharmaceuticals and its officers, agents, directors, employees, and customers from and against any all liabilityclaim, loss, costs, damage, judgment, judgment or expense (including reasonable attorney's feesattorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or parties which are based upon, upon or are the result of any breach of the warranties contained in this section (b)Section 6. In the event of a breach or threatened breach of the foregoing warranty, Consultant Contractor shall, at no additional cost to ATSPro-Pharmaceuticals, replace or modify the work product Work Product with a functionally equivalent and conforming work productWork Product, obtain for ATS Pro-Pharmaceuticals the right to continue using the work product and Work Product and, in all other respects respects, use its best efforts to remedy the breach. Consultant Contractor shall have no liability under this section Section 6 for any work product Work Product created in accordance with detailed and specific design instructions created provided to Contractor by ATS.
(c) Pro-Pharmaceuticals. Should ATS Pro-Pharmaceuticals permit Consultant Contractor to use any of ATS's Pro-Pharmaceuticals’ equipment, tools, tools or facilities during the term of this Agreement, such permission will be gratuitousgratuitous and Contractor shall indemnify and hold harmless Pro-Pharmaceuticals and its officers, agents, directors, and employees from and against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Pro-Pharmaceuticals in permitting its use.
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Indemnification; Release. (a) 8.1 Consultant agrees to take all reasonable necessary precautions to prevent injury to any persons (including employees of ATSCompany) or damage to ATSproperty (including Company's property while at ATS's work site. Consultant property) during the term of this Agreement and shall indemnify and hold ATS Company and its officers, agents, directors, directors and employees harmless against all claims, losses, expenses (including reasonable attorney's fees), ) and injuries to person or property (including death) resulting in any way, from any act, omission or negligence on the part of Consultant in the performance or failure to perform the Scope of Work fulfill any Services under this Agreement, excepting only those losses which are due solely and directly to ATS's negligence.
(b) 8.2 Consultant warrants that he/she he has or will have good and marketable title to all work products made, created, conceived, written, invented, or provided Work Product assigned by Consultant to ATS while fulfilling Company pursuant to the requirements of the Work Statement provisions of this Agreement. Consultant further warrants that work product created for ATS the Work Product and Background Technology shall be free and clear of all liens, claims, encumbrances, encumbrances or demands of third parties, including any claims by any such third parties of any right, title, title or interest in or to the work product Work Product or Background Technology arising out of any trade secret, copyright, trademark, patent, or patentother intellectual property right. Consultant shall indemnify, defend, defend and hold harmless ATS Company and its customers from any and all liability, loss, costscost, damage, judgment, judgment or expense (including reasonable attorney's fees) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in this section (b)Section 5. In the event of such a breach of warrantyor claim, Consultant shall, at no additional cost to ATSCompany, at the Company's option, either (a) replace or modify the work product Work Product or Background Technology, as the case may be, with a functionally equivalent and conforming work product, Work Product or Background Technology or (b) obtain for ATS Company the right to continue using the work product Work Product or Background Technology, and in all other respects use its his best efforts to remedy the breach. Notwithstanding anything else in this Section 8 to the contrary, Consultant shall have no liability under this section Section 5 for any work product Deliverable created in accordance with detailed and specific design instructions created furnished to Consultant by ATSCompany.
(c) 8.3 Should ATS Company permit Consultant to use any of ATSCompany's equipment, tools, tools or facilities during the term of this Agreement, such permission will shall be gratuitousgratuitous and Consultant shall indemnify and hold harmless Company and its officers, directors, agents and employees, from and against any claim, loss, expense or judgment for injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Company in permitting its use.
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Indemnification; Release. (a) Consultant Contractor agrees to take all reasonable necessary precautions to prevent injury to any persons (including employees of ATSABC Corp.) or damage to ATS's property while at ATS's work site. Consultant (including ABC Corp. property) during the term of this Agreement and shall indemnify and hold ATS harmless ABC Corp. and its officers, agents, directors, directors and employees harmless against all claimsany claim, lossesloss, expenses judgment, expense (including reasonable attorney's fees), attorneys’ and injuries expert witnesses’ fees and costs) and injury to person or property (including death) resulting in any way, way from any act, omission or negligence on the part of Consultant Contractor in the performance or failure to perform the Scope scope of Work work under this Agreement, excepting only those losses which are due solely and directly to ATS's ABC Corp.’s gross negligence.
(b) Consultant . Contractor warrants that he/she it has good and marketable title to all of the inventions, Information, material, or work products product made, created, conceived, written, invented, invented or provided by Consultant Contractor pursuant to ATS while fulfilling the requirements of the Work Statement provisions of this AgreementAgreement (“Work Product”). Consultant Contractor further warrants that work product created for ATS the Work Product shall be free and clear of all liens, claims, encumbrances, encumbrances or demands of third parties, including any claims by any such third parties of any right, title, title or interest in or to the work product Work Product arising out of any trade secret, copyright, copyright or patent. Consultant Contractor shall indemnify, defend, defend and hold harmless ATS ABC Corp. and its officers, agents, directors, employees, and customers from and against any all liabilityclaim, loss, costs, damage, judgment, judgment or expense (including reasonable attorney's feesattorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or parties which are based upon, upon or are the result of any breach of the warranties contained in this section (b)Section 4. In the event of a breach or threatened breach of the foregoing warranty, Consultant Contractor shall, at no additional cost to ATSABC Corp., replace or modify the work product Product with a functionally equivalent and conforming work productProduct, obtain for ATS ABC Corp. the right to continue using the work product and Product and, in all other respects respects, use its best efforts to remedy the breach. Consultant Contractor shall have no liability under this section Section 4 for any work product Product created in accordance with detailed and specific design instructions created provided to Contractor by ATS.
(c) ABC Corp. Should ATS ABC Corp. permit Consultant Contractor to use any of ATS's ABC Corp.’s equipment, tools, tools or facilities during the term of this Agreement, such permission will be gratuitousgratuitous and Contractor shall indemnify and hold harmless ABC Corp. and its officers, agents, directors, and employees from and against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of ABC Corp. in permitting its use.
Appears in 1 contract
Sources: Consulting Agreement
Indemnification; Release. a. The indemnifications provided in this Section shall survive the termination of this Agreement.
b. SCOC and Orange Katella each agree to indemnify, defend (awith counsel reasonably chosen by the City) Consultant agrees to take all reasonable precautions to prevent injury to any persons (including employees of ATS) or damage to ATS's property while at ATS's work site. Consultant shall indemnify and hold ATS the City and its elected officials, officers, employees, agents, directors, and employees attorneys harmless from and against all claimsdamages, lossesjudgments, orders, rulings, costs, expenses and fees (including reasonable attorney's fees)collectively, the “SCOC Claims”) arising from or related to any act or omission of SCOC and/or Orange Katella in performing its obligations hereunder, except to the extent such damages, judgments, orders, rulings, costs, expenses and injuries to person fees arise out of or property (including death) resulting are in connection with a claim, litigation or cause of action caused by the willful misconduct or negligence of the City. SCOC Claims shall include, without limitation, damages, judgments, orders, rulings, costs, expenses and fees arising out of or in connection with any wayclaim, from any negligence on litigation or cause of action that includes allegations or arguments that this Agreement and/or the part payment of Consultant in the performance or failure to perform the Scope of Work Payments under this Agreement, excepting only those losses which violate or are due solely illegal or impermissible as a result of, Government Code section 53084.5 or arising out of or in connection with the failure or alleged failure of any person or entity (including Owner, its contractors and directly subcontractors) to ATS's negligencepay prevailing wages as required by law or to comply with the other applicable provisions of Labor Code sections 1720 et seq. and implementing regulations in connection with any other work undertaken by Owner, its contractors or subcontractors in connection with any Approved Business or the Site.
(b) Consultant warrants that he/she has good c. SCOC and marketable title Orange Katella each releases the City from any SCOC Claims arising from any inability of the City to all work products madelegally collect sales tax, created, conceived, written, inventedshare sales tax, or provided by Consultant to ATS while fulfilling the requirements of the Work Statement of this Agreement. Consultant further warrants that work product created for ATS shall be free and clear of all liens, claims, encumbrances, any other act or demands of third partiesomission, including any claims by state statute or regulation to which the City is subject, which is beyond the City’s control.
d. SCOC and Orange Katella each waives any such third parties right that it might have or accrue at any time during the effective period of any right, title, or interest in or to the work product arising out of any trade secret, copyright, or patent. Consultant shall indemnify, defend, and hold harmless ATS and its customers from any all liability, loss, costs, damage, judgment, or expense (including reasonable attorney's fees) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in this section (b). In the event of a breach of warranty, Consultant shall, at no additional cost to ATS, replace or modify the work product with a functionally equivalent and conforming work product, obtain for ATS the right to continue using the work product and in all other respects use its best efforts to remedy the breach. Consultant shall have no liability under this section for any work product created in accordance with detailed and specific design instructions created by ATS.
(c) Should ATS permit Consultant to use any of ATS's equipment, tools, or facilities during the term provision of this Agreement, including these indemnification provisions, or any of its various exhibits, to pursue any legal or equitable remedy or SCOC Claim against the City arising from this Agreement, other than for non- payment of the Owner’s share of Sales Tax Increment calculated under and otherwise due under the provisions of this Agreement.
e. The City agrees to indemnify, defend (with counsel chosen by City with approval by SCOC and Orange Katella which approval may not be unreasonably withheld) and hold SCOC and Orange Katella and their directors, officials, officers, employees, agents, and attorneys harmless from and against all damages, judgments, orders, rulings, costs, expenses and fees (collectively, the “City Claims”) arising from City’s failure to make any Payment when and as due under this Agreement, except to the extent such permission will be gratuitousdamages, judgments, orders, rulings, costs, expenses and fees arise out of or are in connection with a claim, litigation or cause of action caused by the willful misconduct or negligence of SCOC and/or Orange Katella.
Appears in 1 contract
Sources: Participation Agreement
Indemnification; Release. (a) Consultant Contractor agrees to take all reasonable necessary precautions to prevent injury to any persons (including employees of ATSReliant) or damage to ATS's property while at ATS's work site. Consultant (including Reliant’s property) during the term of this Agreement and shall indemnify and hold ATS harmless Reliant and its officers, agents, directors, directors and employees harmless against all claimsany claim, lossesloss, expenses judgment, expense (including reasonable attorney's fees), attorneys’ and injuries expert witnesses’ fees and costs) and injury to person or property (including death) resulting in any way, way from any act, omission or negligence on the part of Consultant Contractor in the performance or failure to perform the Scope scope of Work work under this Agreement, excepting only those losses which are due solely and directly to ATS's Reliant’s gross negligence.
(b) Consultant . Contractor warrants that he/she it has good and marketable title to all of the inventions, Information, material, or work products product made, created, conceived, written, invented, invented or provided by Consultant Contractor pursuant to ATS while fulfilling the requirements of the Work Statement provisions of this AgreementAgreement (“Work Product”). Consultant Contractor further warrants that work product created for ATS the Work Product shall be free and clear of all liens, claims, encumbrances, encumbrances or demands of third parties, including any claims by any such third parties of any right, title, title or interest in or to the work product Work Product arising out of any trade secret, copyright, copyright or patent. Consultant Contractor shall indemnify, defend, defend and hold harmless ATS Reliant and its officers, agents, directors, employees, and customers from and against any all liabilityclaim, loss, costs, damage, judgment, judgment or expense (including reasonable attorney's feesattorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or parties which are based upon, upon or are the result of any breach of the warranties contained in this section (b)Section 4. In the event of a breach or threatened breach of the foregoing warranty, Consultant Contractor shall, at no additional cost to ATSReliant, replace or modify the work product Product with a functionally equivalent and conforming work productProduct, obtain for ATS Reliant the right to continue using the work product and Product and, in all other respects respects, use its best efforts to remedy the breach. Consultant Contractor shall have no liability under this section Section 4 for any work product Product created in accordance with detailed and specific design instructions created provided to Contractor by ATS.
(c) Reliant. Should ATS Reliant permit Consultant Contractor to use any of ATS's Reliant’s equipment, tools, tools or facilities during the term of this Agreement, such permission will be gratuitousgratuitous and Contractor shall indemnify and hold harmless Reliant and its officers, agents, directors, and employees from and against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Reliant in permitting its use.
Appears in 1 contract