Common use of Representations and Indemnification Clause in Contracts

Representations and Indemnification. In the performance of this agreement, CONTRACTOR represents that it is a non profit for-profit organization (please check one) offering the services described herein to the general public. (If CONTRACTOR is incorporated, indicate date of incorporation and state of incorporation .) CONTRACTOR's employees are not agents or employees of the DEPARTMENT or XXXXX for any purpose and are not entitled to the benefits provided by XXXXX to its employees including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. CONTRACTOR shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal taxes, assessments, social security benefits and/or other deductions as required by law on behalf of itself and its employees. CONTRACTOR certifies that this agreement will not violate the terms of any contract with, or any obligation to, another institution or employer. CONTRACTOR may not contract with others to perform the same or similar services where such participation would interfere with the performance of CONTRACTOR's duties under this agreement. CONTRACTOR certifies that s/he is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (If debarred, suspended, proposed for debarment, please check here. Payment from federal funds is prohibited in such cases.) CONTRACTOR further hereby exonerates, indemnifies and holds harmless XXXXX, including the Corporation, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorney’s fees, arising from any actions of any kind or nature resulting from any acts, errors, or omissions of CONTRACTOR as a result of performing the services to be rendered hereunder, provided, however, that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of DEPARTMENT or XXXXX. CONTRACTOR avers that it complies with all applicable federal and state laws and regulations governing employment relationships with its employees and subcontractors, including, but not limited to, equal employment and nondiscrimination, affirmative action, sexual harassment, equal pay, accommodation of disabilities, family and medical leave and workplace safety.

Appears in 4 contracts

Samples: www.brown.edu, www.brown.edu, www.brown.edu

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Representations and Indemnification. In the performance of this agreement, CONTRACTOR represents that it is a non profit for-profit organization (please check one) offering the services described herein to the general public. (If CONTRACTOR is incorporated, indicate date of incorporation and state of incorporation .) CONTRACTOR's employees are not agents or employees of the DEPARTMENT or XXXXX BROWN for any purpose and are not entitled to the benefits provided by XXXXX BROWN to its employees including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. CONTRACTOR shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal taxes, assessments, social security benefits and/or other deductions as required by law on behalf of itself and its employees. CONTRACTOR certifies that this agreement will not violate the terms of any contract with, or any obligation to, another institution or employer. CONTRACTOR may not contract with others to perform the same or similar services where such participation would interfere with the performance of CONTRACTOR's duties under this agreement. CONTRACTOR certifies that s/he is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (If debarred, suspended, proposed for debarment, please check here. Payment from federal funds is prohibited in such cases.) CONTRACTOR further hereby exonerates, indemnifies and holds harmless XXXXXBROWN, including the Corporation, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorney’s attorneys fees, arising from any actions of any kind or nature resulting from any acts, errors, or omissions of CONTRACTOR as a result of performing the services to be rendered hereunder, provided, however, that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of DEPARTMENT or XXXXXBROWN. CONTRACTOR avers that it complies with all applicable federal and state laws and regulations governing employment relationships with its employees and subcontractors, including, but not limited to, equal employment and nondiscrimination, affirmative action, sexual harassment, equal pay, accommodation of disabilities, family and medical leave and workplace safety.

Appears in 1 contract

Samples: www.brown.edu

Representations and Indemnification. In the performance of this agreement, CONTRACTOR represents that it is a non profit for-profit organization (please check one) offering the services described herein to the general public. (If CONTRACTOR is incorporated, indicate date of incorporation and state of incorporation .) CONTRACTOR's employees are not agents or employees of the DEPARTMENT or XXXXX for any purpose and are not entitled to the benefits provided by XXXXX to its employees including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. CONTRACTOR shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal taxes, assessments, social security benefits and/or other deductions as required by law on behalf of itself and its employees. CONTRACTOR certifies that this agreement will not violate the terms of any contract with, or any obligation to, another institution or employer. CONTRACTOR may not contract with others to perform the same or similar services where such participation would interfere with the performance of CONTRACTOR's duties under this agreement. CONTRACTOR certifies that s/he is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (If debarred, suspended, proposed for debarment, please check here. Payment from federal funds is prohibited in such cases.) CONTRACTOR further hereby exonerates, indemnifies and holds harmless XXXXX, including the Corporation, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorney’s attorneys fees, arising from any actions of any kind or nature resulting from any acts, errors, or omissions of CONTRACTOR as a result of performing the services to be rendered hereunder, provided, however, that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of DEPARTMENT or XXXXX. CONTRACTOR avers that it complies with all applicable federal and state laws and regulations governing employment relationships with its employees and subcontractors, including, but not limited to, equal employment and nondiscrimination, affirmative action, sexual harassment, equal pay, accommodation of disabilities, family and medical leave and workplace safety.

Appears in 1 contract

Samples: www.brown.edu

Representations and Indemnification. In the performance of this agreement, CONTRACTOR represents that it is a non profit for-profit organization (please check one) offering the services described herein to the general public. (If CONTRACTOR is incorporated, indicate date of incorporation and state of incorporation .) CONTRACTOR's employees are not agents or employees of the DEPARTMENT or XXXXX BROWN for any purpose and are not entitled to the benefits provided by XXXXX BROWN to its employees including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. CONTRACTOR shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal taxes, assessments, social security benefits and/or other deductions as required by law on behalf of itself and its employees. CONTRACTOR certifies that this agreement will not violate the terms of any contract with, or any obligation to, another institution or employer. CONTRACTOR may not contract with others to perform the same or similar services where such participation would interfere with the performance of CONTRACTOR's duties under this agreement. CONTRACTOR certifies that s/he is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (If debarred, suspended, proposed for debarment, please check here. Payment from federal funds is prohibited in such cases.) CONTRACTOR further hereby exonerates, indemnifies and holds harmless XXXXXBROWN, including the Corporation, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorney’s fees, arising from any actions of any kind or nature resulting from any acts, errors, or omissions of CONTRACTOR as a result of performing the services to be rendered hereunder, provided, however, that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of DEPARTMENT or XXXXXBROWN. CONTRACTOR avers that it complies with all applicable federal and state laws and regulations governing employment relationships with its employees and subcontractors, including, but not limited to, equal employment and nondiscrimination, affirmative action, sexual harassment, equal pay, accommodation of disabilities, family and medical leave and workplace safety.

Appears in 1 contract

Samples: www.brown.edu

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Representations and Indemnification. In Employee represents that, as of the performance date of execution of this agreementAgreement, CONTRACTOR represents he has not filed with any agency or court any charges, complaints or legal actions against the Released Parties. Employee agrees that it is he will not, directly or indirectly, file or pursue any charge, complaint or legal action against the Released Parties based on any acts, omissions or events occurring up through the date Employee signs this Agreement. Should any administrative agency or other person bring a non profit for-profit organization (please check one) offering the services described herein to the general public. (If CONTRACTOR is incorporatedcomplaint, indicate date of incorporation and state of incorporation .) CONTRACTORcharge or legal action on Employee's employees are not agents or employees behalf against any of the DEPARTMENT Released Parties based on any acts, omissions or XXXXX for events occurring up through the date Employee executes this Agreement, Employee will notify such agency or person promptly that the matter has been resolved to his satisfaction and that he does not wish to have the matter pursued. If such agency or other person independently determines to initiate or pursue a complaint, charge or legal action on Employee's behalf against any purpose and are not entitled to of the benefits provided by XXXXX to its employees includingReleased Parties based on any acts, but not limited omissions or events occurring up through the date Employee signs this Agreement, Employee hereby waives any rights to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. CONTRACTOR shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal taxes, assessments, social security benefits and/or other deductions as required by law on behalf of itself and its employees. CONTRACTOR certifies that this agreement will not violate accept, any remedy obtained through the terms efforts of any contract withsuch agency or person. Employee agrees to indemnify the Released Parties from all claims, or any obligation to, another institution or employer. CONTRACTOR may not contract with others to perform the same or similar services where such participation would interfere with the performance of CONTRACTOR's duties under this agreement. CONTRACTOR certifies that s/he is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (If debarred, suspended, proposed for debarment, please check here. Payment from federal funds is prohibited in such cases.) CONTRACTOR further hereby exonerates, indemnifies costs and holds harmless XXXXXexpenses, including the Corporation, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorney’s attorneys' fees, arising from any actions out of any kind misrepresentation made by Employee in this Agreement. In the event Employee initiates, pursues or nature resulting from maintains any actsclaim, errorscharge, complaint, action or proceeding against any of the Released Parties based on any claim, charge, complaint, action, injury or right of action for which Employee has released and agreed not to xxx the Released Parties in this Agreement, or omissions in the event Employee otherwise breaches any term or condition of CONTRACTOR as a result this Agreement, all of performing which are material terms and conditions, then in such event Employee agrees to repay to Company the services entire Severance Amount and Lump Sum Amount and, to be rendered hereunderthe fullest extent permitted by law, providedto pay all costs and attorneys' fees incurred by any of the Released Parties in defending any claim, howevercharge, complaint, action or proceeding that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of DEPARTMENT or XXXXX. CONTRACTOR avers that it complies with all applicable federal and state laws and regulations governing employment relationships with its employees and subcontractors, including, but not limited to, equal employment and nondiscrimination, affirmative action, sexual harassment, equal pay, accommodation of disabilities, family and medical leave and workplace safetyEmployee pursues.

Appears in 1 contract

Samples: Severance and General Release Agreement (Steak & Shake Co)

Representations and Indemnification. In the performance of this agreementAgreement, CONTRACTOR Contractor represents that it is a non profit for-profit organization (please check one) offering the services described herein to the general public. (If CONTRACTOR is incorporated, indicate date of incorporation and state of incorporation .) CONTRACTORContractor's employees are not agents or employees of the DEPARTMENT Department or XXXXX University for any purpose and are not entitled to the benefits provided by XXXXX University to its employees employees, including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. CONTRACTOR Contractor shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal local taxes, assessments, social security benefits and/or other deductions deductions, as required by law on behalf of itself and its employees. CONTRACTOR Contractor certifies that this agreement Agreement will not violate the terms of any contract agreement with, or any obligation to, another institution or employer. CONTRACTOR Contractor may not contract with others to perform the same or similar services where such participation would interfere with the performance by Contractor of CONTRACTOR's its duties under this agreementAgreement. CONTRACTOR Contractor certifies that s/he it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal federal department or agency. (If debarred, suspended, proposed for debarment, please check here. Payment from federal funds is prohibited in such cases.) CONTRACTOR Contractor further hereby exonerates, indemnifies and holds harmless XXXXX, including the CorporationUniversity, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorney’s attorneys fees, arising from any actions of any kind or nature resulting from any acts, errors, errors or omissions of CONTRACTOR Contractor as a result of performing the services to be rendered hereunder, provided, however, that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of DEPARTMENT Department or XXXXX. CONTRACTOR avers that it complies with all applicable federal and state laws and regulations governing employment relationships with its employees and subcontractors, including, but not limited to, equal employment and nondiscrimination, affirmative action, sexual harassment, equal pay, accommodation of disabilities, family and medical leave and workplace safetyUniversity.

Appears in 1 contract

Samples: Worcester Polytechnic Institute Corporate Professional Services Agreement

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