Common use of Indemnification; Release Clause in Contracts

Indemnification; Release. Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of ABC Corp.) or damage to property (including ABC Corp. property) during the term of this Agreement and shall indemnify and hold harmless ABC Corp. and its officers, agents, directors and employees against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) resulting in any way from any act, omission or negligence on the part of Contractor 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 ABC Corp.’s gross negligence. Contractor warrants that it has good and marketable title to all of the inventions, Information, material, or work product made, created, conceived, written, invented or provided by Contractor pursuant to the provisions of this Agreement (“Work Product”). Contractor further warrants that the Work Product 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. Contractor shall indemnify, defend and hold harmless ABC Corp. and its officers, agents, directors, employees, and customers from and against any claim, loss, judgment or expense (including reasonable attorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties which are based upon or are the result of any breach of the warranties contained in this Section 4. In the event of a breach or threatened breach of the foregoing warranty, Contractor shall, at no additional cost to ABC Corp., replace or modify the Product with a functionally equivalent and conforming Product, obtain for ABC Corp. the right to continue using the Product and, in all other respects, use its best efforts to remedy the breach. Contractor shall have no liability under this Section 4 for any Product created in accordance with detailed and specific design instructions provided to Contractor by ABC Corp. Should ABC Corp. permit Contractor to use any of ABC Corp.’s equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous 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.

Indemnification; Release. Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of ABC Corp.) or damage to property (including ABC Corp. property) during the term of this Agreement and shall indemnify and hold harmless ABC Corp. and its officers, agents, directors and employees against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) resulting in any way from any act, omission or negligence on the part of Contractor 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 ABC Corp.’s gross negligence. Contractor warrants that it has good and marketable title to all of the inventions, Informationinformation, material, or work product made, created, conceived, written, invented or provided by Contractor pursuant to the provisions of this Agreement (“Work Product”). Contractor further warrants that the Work Product 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 patentpatent or otherwise. Contractor shall indemnify, defend and hold harmless ABC Corp. Pro-Pharmaceuticals and its officers, agents, directors, employees, and customers from and against any claim, loss, judgment or expense (including reasonable attorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties which are based upon or are the result of any breach of the warranties contained in this Section 46. In the event of a breach or threatened breach of the foregoing warranty, Contractor shall, at no additional cost to ABC Corp.Pro-Pharmaceuticals, replace or modify the Work Product with a functionally equivalent and conforming Work Product, obtain for ABC Corp. Pro-Pharmaceuticals the right to continue using the Work Product and, in all other respects, use its best efforts to remedy the breach. Contractor shall have no liability under this Section 4 6 for any Work Product created in accordance with detailed and specific design instructions provided to Contractor by ABC Corp. Pro-Pharmaceuticals. Should ABC Corp. Pro-Pharmaceuticals permit Contractor to use any of ABC Corp.’s Pro-Pharmaceuticals’ equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous and Contractor shall indemnify and hold harmless ABC Corp. 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 ABC Corp. Pro-Pharmaceuticals in permitting its use.

Indemnification; Release. Contractor (a) Consultant agrees to take all necessary reasonable precautions to prevent injury to any persons (including employees of ABC Corp.ATS) or damage to ATS's property (including ABC Corp. property) during the term of this Agreement and while at ATS's work site. Consultant shall indemnify and hold harmless ABC Corp. ATS and its officers, agents, directors directors, and employees harmless against any claimall claims, losslosses, judgment, expense expenses (including reasonable attorneys’ attorney's fees), and expert witnesses’ fees and costs) and injury injuries to person or property (including death) resulting in any way way, from any act, omission or negligence on the part of Contractor Consultant 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 ABC Corp.’s gross ATS's negligence. Contractor . (b) Consultant warrants that it he/she has good and marketable title to all of the inventions, Information, material, or work product products made, created, conceived, written, invented invented, or provided by Contractor pursuant Consultant to ATS while fulfilling the provisions requirements of the Work Statement of this Agreement (“Work Product”)Agreement. Contractor Consultant further warrants that the Work Product work product created for ATS 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. Contractor Consultant shall indemnify, defend defend, and hold harmless ABC Corp. ATS and its officers, agents, directors, employees, and customers from and against any claimall liability, loss, judgment costs, damage, judgment, or expense (including reasonable attorneys’ and expert witnesses’ fees and costsattorney's fees) resulting from or arising in any way out of any such claims by any third parties parties, and/or which are based upon upon, or are the result of any breach of the warranties contained in this Section 4section (b). In the event of a breach or threatened breach of the foregoing warranty, Contractor Consultant shall, at no additional cost to ABC Corp.ATS, replace or modify the Product work product with a functionally equivalent and conforming Productwork product, obtain for ABC Corp. ATS the right to continue using the Product and, work product and in all other respects, respects use its best efforts to remedy the breach. Contractor Consultant shall have no liability under this Section 4 section for any Product work product created in accordance with detailed and specific design instructions provided to Contractor created by ABC Corp. ATS. (c) Should ABC Corp. ATS permit Contractor Consultant to use any of ABC Corp.’s ATS's equipment, tools tools, or facilities during the term of this Agreement, such permission will be gratuitous 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 usegratuitous.

Indemnification; Release. Contractor agrees to take all necessary precautions reasonable steps to prevent injury to any persons (including employees of ABC Corp.Reliant) or damage to property (including ABC Corp. Reliant’s property) during the term of this Agreement and shall indemnify and hold harmless ABC Corp. Reliant and its officers, agents, directors and employees against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) resulting in any way from any act, omission or negligence on the part of Contractor 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 ABC Corp.Reliant’s gross negligencenegligence or misconduct. Contractor warrants that it has good and marketable title to all of the inventions, Information, material, or work product made, created, conceived, written, invented or provided by Contractor pursuant to the provisions of this Agreement (“Work Product”). Contractor further warrants that the Work Product 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. Contractor shall indemnify, defend and hold harmless ABC Corp. Reliant and its officers, agents, directors, employees, and customers from and against any claim, loss, judgment or expense (including reasonable attorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties which are based upon or are the result of any breach of the warranties contained in this Section 4. In the event of a breach or threatened breach of the foregoing warranty, Contractor shall, at no additional cost to ABC Corp.Reliant, replace or modify the Work Product with a functionally equivalent and conforming Work Product, obtain for ABC Corp. Reliant the right to continue using the Work Product and, in all other respects, use its best efforts to remedy the breach. Contractor shall have no liability under this Section 4 for any Work Product created in accordance with detailed and specific design instructions provided to Contractor by ABC Corp. Reliant. Should ABC Corp. Reliant permit Contractor to use any of ABC Corp.Reliant’s equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous and Contractor shall indemnify and hold harmless ABC Corp. 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 except for any such claim that is based upon its condition or on the alleged negligence of ABC Corp. Reliant in permitting its use.

Indemnification; Release. Contractor 8.1 Consultant agrees to take all necessary precautions to prevent injury to any persons (including employees of ABC Corp.Company) or damage to property (including ABC Corp. Company's property) during the term of this Agreement and shall indemnify and hold harmless ABC Corp. Company and its officers, agents, directors and employees harmless against any claimall claims, losslosses, judgment, expense expenses (including reasonable attorneys’ and expert witnesses’ fees and costsattorney's fees) and injury injuries to person or property (including death) resulting in any way way, from any act, omission or negligence on the part of Contractor 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 ABC Corp.’s gross negligence. Contractor . 8.2 Consultant warrants that it he has or will have good and marketable title to all of the inventions, Information, material, or work product made, created, conceived, written, invented or provided Work Product assigned by Contractor Consultant to Company pursuant to the provisions of this Agreement (“Work Product”)Agreement. Contractor Consultant further warrants that the Work Product and Background Technology 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 or Background Technology arising out of any trade secret, copyright copyright, trademark, patent, or patentother intellectual property right. Contractor Consultant shall indemnify, defend and hold harmless ABC Corp. Company and its officers, agents, directors, employees, and customers from any and against any claimall liability, loss, cost, damage, judgment or expense (including reasonable attorneys’ and expert witnesses’ fees and costsattorney's fees) resulting from or arising in any way out of any such claims by any third parties parties, and/or which are based upon upon, or are the result of any breach of the warranties contained in this Section 45. In the event of such a breach or threatened breach of the foregoing warrantyclaim, Contractor Consultant shall, at no additional cost to ABC Corp.Company, at the Company's option, either (a) replace or modify the Work Product or Background Technology, as the case may be, with a functionally equivalent and conforming Product, Work Product or Background Technology or (b) obtain for ABC Corp. Company the right to continue using the Work Product andor Background Technology, and in all other respects, respects use its his best efforts to remedy the breach. Contractor Notwithstanding anything else in this Section 8 to the contrary, Consultant shall have no liability under this Section 4 5 for any Product Deliverable created in accordance with detailed and specific design instructions provided furnished to Contractor Consultant by ABC Corp. Company. 8.3 Should ABC Corp. Company permit Contractor Consultant to use any of ABC Corp.’s Company's equipment, tools or facilities during the term of this Agreement, such permission will shall be gratuitous and Contractor Consultant shall indemnify and hold harmless ABC Corp. Company and its officers, agents, directors, agents and employees employees, from and against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and 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 ABC Corp. Company in permitting its use.

Indemnification; Release. Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of ABC Corp.Reliant) or damage to property (including ABC Corp. Reliant’s property) during the term of this Agreement and shall indemnify and hold harmless ABC Corp. Reliant and its officers, agents, directors and employees against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) resulting in any way from any act, omission or negligence on the part of Contractor 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 ABC Corp.Reliant’s gross negligence. Contractor warrants that it has good and marketable title to all of the inventions, Information, material, or work product made, created, conceived, written, invented or provided by Contractor pursuant to the provisions of this Agreement (“Work Product”). Contractor further warrants that the Work Product 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. Contractor shall indemnify, defend and hold harmless ABC Corp. Reliant and its officers, agents, directors, employees, and customers from and against any claim, loss, judgment or expense (including reasonable attorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties which are based upon or are the result of any breach of the warranties contained in this Section 4. In the event of a breach or threatened breach of the foregoing warranty, Contractor shall, at no additional cost to ABC Corp.Reliant, replace or modify the Product with a functionally equivalent and conforming Product, obtain for ABC Corp. Reliant the right to continue using the Product and, in all other respects, use its best efforts to remedy the breach. Contractor shall have no liability under this Section 4 for any Product created in accordance with detailed and specific design instructions provided to Contractor by ABC Corp. Reliant. Should ABC Corp. Reliant permit Contractor to use any of ABC Corp.Reliant’s equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous and Contractor shall indemnify and hold harmless ABC Corp. 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 ABC Corp. Reliant in permitting its use.