Independence, Liability Clause Samples
The "Independence, Liability" clause establishes that the parties involved in an agreement operate as independent entities and are not considered agents, partners, or employees of one another. In practice, this means each party is responsible for its own actions, obligations, and liabilities, and neither party can bind the other to third-party agreements or incur debts on the other's behalf. This clause is essential for clarifying the legal relationship between the parties and for limiting liability, ensuring that each party bears responsibility only for its own conduct and not for the actions or debts of the other.
Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State.
Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The Party shall notify its insurance company and the State within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Agreement. After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party.
Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party.
Independence, Liability. [NEGOTIATED] The Party will act in an independent capacity and not as officers or employees of the State. Contractor’s indemnity obligations shall be as set forth in the Master Agreement, Attachment A, Section 11 (Indemnification) and Section 12 (Indemnification – Intellectual Property).
Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The Party shall notify its insurance company and the State within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Agreement. After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses to the extent arising from any act or omission of the Party; however, in no event shall the Party be responsible for the acts or omissions of the State or its Contractors nor shall it incur any liability arising out of such acts or omissions. In no event shall either party or, in the case of the Contractor, its suppliers, be liable to each other for any indirect, incidental, , special damages, damages which are unforeseeable to the parties at the time of contracting, damages which are not proximately caused by a party or economic damages, including but not limited to any lost profit, lost savings, business interruption damages or expenses, losses resulting from erasure, damage, destruction or other loss of files, data or programs or the cost of recovering such information, even if such party has been advised of the possibility of such damages or losses. or damages arising out of or in connection with this contract, including but not limited to the performance or non-performance of services or the use or inability to use any work products, shall in no event exceed two (2) times the maximum contract amount, as the same may be amended from time- to-time but in no event to exceed thirty-five (35) million dollars. The Contractor and its suppliers’ lia...
Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit.
Independence, Liability. The Party shall not be responsible for the indemnity of the State to the extent damages or losses arise from the acts or omissions of the State, its officers or employees, including the State’s unauthorized or inappropriate use of or modifications to the deliverables under this Contract.
Independence, Liability. The Contractor agrees, to the fullest extent permitted by the law, that it shall indemnify and hold harmless the Municipality, its officers, agents, employees, board members, attorneys and volunteers from liability for damages to third parties, together with costs, including attorney’s fees, incurred in defending such claims by third parties, to the extent such liability is caused by the negligent or intentional acts, errors, or omissions of the Contractor, its agents or employees, committed in the performance of professional services to be provided under this Agreement. The Municipality is responsible for its own actions. The Contractor is not obligated to indemnify the Municipality or its officers, agents, employees, board members, attorneys and volunteers for any liability of the Municipality, its officers, agents, employees, board members, attorneys or volunteers attributable to its, or their own, negligent acts, errors or omissions. In the event the Municipality, its officers, agents, employees, board members, attorneys and volunteers are notified of any claims asserted against it or them to which this indemnification clause may apply, the Municipality or its officers, agents, employees, board members, attorneys and volunteers shall immediately thereafter notify the Contractor in writing that a claim to which the indemnification agreement may apply has been filed.
Independence, Liability. The Lessee will act in an independent capacity and not as officers or employees of the State. The Lessee shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Lessee or of any agent of the Lessee. The State shall notify Lessee in the event of any such claim or suit, and the Lessee shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. Lessee shall notify its insurance company and the State within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this contract. After a final judgment or settlement Lessee may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. Lessee shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of Lessee. Lessee shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Lessee.
Independence, Liability. The Contractor will act in an independent capacity and not as officers or employees of the State. The Contractor shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Contractor or of any agent of the Contractor. The State shall notify the Contractor in the event of any such claim or suit, and the Contractor shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. After a final judgment or settlement the Contractor may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Contractor shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Contractor. The Contractor shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Contractor.