Indemnity by the Developer Clause Samples
The "Indemnity by the Developer" clause requires the developer to compensate or protect the other party from losses, damages, or liabilities arising from the developer's actions or omissions. Typically, this means the developer must cover costs if their work causes third-party claims, property damage, or breaches of contract, such as failing to meet legal requirements or infringing on intellectual property rights. The core function of this clause is to allocate risk by ensuring that the developer bears responsibility for certain harms, thereby protecting the client or contracting party from financial exposure due to the developer's conduct.
Indemnity by the Developer. (a) The Developer shall fully indemnify, hold harmless and defend the Client and Client Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to:
(i) failure of the Developer to comply with Applicable Laws and Applicable Permits;
(ii) payment of taxes required to be made by the Developer in respect of the income or other taxes of the Developer’s contractors, suppliers and representatives; or
(iii) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its contractors which are payable by the Developer or any of its contractors.
(b) Without limiting the generality of the provisions of this Article, the Developer shall fully indemnify, hold harmless and defend Client Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which Client Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer’s Contractors in performing the Developer’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for the Client a licence, at no cost to the Client, authorising continued use of the infringing work. If the Developer is unable to secure such licence within a reasonable time, the Developer shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non-infringing.
Indemnity by the Developer. The Developer will, from time to time and at all times hereafter, well and truly save, defend and keep harmless and fully indemnify UW and each of its officers, employees and agents of, from and against all manner of actions, suits, claims, executions and demands which may be brought against or made upon UW, its officers, employees and agents, or any of them, and of, from and against all loss, costs, charges, damages, liens and expenses which may be sustained, incurred or paid by UW, its officers, employees and agents, or any of them, by reason of, or on account of, or in consequence of the execution and performance of the Developer's obligations hereunder and/or the non-execution or imperfect execution thereof and/or the supply or non-supply of plant and material therefor, or by reason of any negligence or wilful default of the Developer, its officers, employees, agents or persons for whom it is responsible in law in connection with the performance of the Developer's obligations hereunder and will pay to UW and to each such officer, employee or agent on demand any loss, costs, damages and expenses which may be sustained, incurred or paid by UW or by any of its officers, employees and agents in consequence of any such action, suit, claim, lien, execution or demand and any monies paid or payable to UW, or any of its officers, employees or agents in settlement or in discharge or on account thereof.
Indemnity by the Developer. 33.2.1 Without limiting the generality of Clause 33.1, the Developer shall fully indemnify, hold harmless and defend the SH&DB and the SH&DB Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to:
(a) failure of the Developer to comply with Applicable Laws and Applicable Permits;
(b) payment of taxes required to be made by the Developer in respect of the income or other taxes of the Contractor’s/Developer’s sub-contractors, suppliers and representatives; or
(c) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its sub-contractors which are payable by the Developer or any of its sub-contractors.
33.2.2 Without limiting the generality of the provisions of this Article 33, the Developer shall fully indemnify, hold harmless and defend the SH&DB Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the SH&DB Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Contractor’s/Developer’s Sub-Contractors in performing the Contractor’s/Developer’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for the SH&DB a license, at no cost to the SH&DB, authorizing continued use of the infringing work. If the Developer is unable to secure such license within a reasonable time, the Developer shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non-infringing.
Indemnity by the Developer. A useful ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Indemnity by the Developer. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ :
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13.1.2 his breach of this agreement;
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13.1.4 ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Indemnity by the Developer. The Developer will, from time to time and at all times hereafter, well and truly save, defend and keep harmless and fully indemnify UW and each of its officers, employees and agents of, from and against all Claims which may be brought against or made upon UW, its officers, employees and agents, or any of them, and of, from and against all loss, costs, charges, damages, liens and expenses which may be sustained, incurred or paid by UW, its officers, employees and agents, or any of them, by reason of, or on account of, or in consequence of the execution and performance of the Developer's obligations hereunder and/or the non-execution or imperfect execution thereof and/or the supply or non-supply of plant and material therefor, or by reason of any negligence or wilful default of the Developer, its officers, employees, agents or persons for whom it is responsible in law in connection with the performance of the Developer's obligations hereunder and will pay to UW and to each such officer, employee or agent on demand any loss, costs, damages and expenses which may be sustained, incurred or paid by UW or by any of its officers, employees and agents in consequence of any such Claims and any monies paid or payable to UW, or any of its officers, employees or agents in settlement or in discharge or on account thereof.
