Common use of Indemnification and General Liability Clause in Contracts

Indemnification and General Liability. Architect‐Engineer shall defend (with legal counsel reasonably acceptable to the District), indemnify and hold harmless District and its Governing Board members, officers, departments, officials, and employees (collectively “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Architect‐Engineer or its Subconsultants), expense and liability of every kind, nature and description (including, without limitation, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) to the extent arising from (1) the negligent performance of Services under this Agreement, or any part thereof, or (2) any negligent act, error or omission of Architect‐Engineer, any Subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively “Liabilities”). Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused in whole or in part by the negligence, acitive negligence, or willfull misconduct of such Indemnitee.