Indemnity and Defense Clause Samples
The Indemnity and Defense clause requires one party to compensate the other for certain losses, damages, or liabilities and to provide legal defense in the event of third-party claims. Typically, this clause applies when a party's actions or omissions cause harm or legal exposure to the other party, such as intellectual property infringement or bodily injury claims. Its core function is to allocate risk by ensuring that the responsible party bears the financial and legal burdens arising from their conduct, thereby protecting the other party from unforeseen liabilities.
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Indemnity and Defense. 20.1 Each Party (“Indemnifying Party”) shall indemnify, defend and save harmless the other Party (“Indemnified Party”), the Indemnified Party’s Affiliates, and the directors, officers and employees of the Indemnified Party and the Indemnified Party’s Affiliates, from and against any Claims that arise out of or result from bodily injury or death to any person or damage to or loss of the tangible property of any person, to the extent such bodily injury, death, damage or loss, results from the negligent or otherwise tortious acts or failures to act of the Indemnifying Party, the Indemnifying Party’s Affiliates, or the employees, Agents or contractors of the Indemnifying Party or the Indemnifying Party’s Affiliates, in connection with this Agreement.
20.2 Each Party (“Indemnifying Party”) shall indemnify, defend and save harmless the other Party (“Indemnified Party”), the Indemnified Party’s Affiliates, and the directors, officers and employees of the Indemnified Party and the Indemnified Party’s Affiliates, from and against any Claims, to the extent such Claims arise out of or result from any Environmental Hazard that the Indemnifying Party, the Indemnifying Party’s Affiliates, or the employees, Agents, or contractors, of the Indemnifying Party or the Indemnifying Party’s Affiliates, introduce to, or create at a Work Location in the course of performance of this Agreement.
20.3 Each Party (“Indemnifying Party”) shall indemnify, defend and save harmless the other Party (“Indemnified Party”), the Indemnified Party’s Affiliates, and the directors, officers and employees of the Indemnified Party and the Indemnified Party’s Affiliates, from and against any Claims, to the extent such Claims arise out of or result from: (a) the failure of the Indemnifying Party to transmit to the Indemnified Party, (i) a request by a Customer of the Indemnifying Party to install, provide, change, or terminate, an Indemnified Party Offered Service, or (ii) telephone directory or E911/911 listing information for a Customer of the Indemnifying Party; (b) the transmission by the Indemnifying Party to the Indemnified Party of an Order which was not authorized by the applicable Customer or end user; (c) erroneous or inaccurate information in an Order transmitted by the Indemnifying Party to the Indemnified Party; (d) erroneous or inaccurate telephone directory or E911/911 listing information transmitted by the Indemnifying Party to the Indemnified Party; or, (e) the Indemnifying Party’s u...
Indemnity and Defense. The Company shall defend, hold harmless, and indemnify NBS and the Employer, its Governing Board, and their officers, employees, agents, and authorized third party administrators (the “Indemnified Parties”), from every claim, obligation, demand and suit at law or equity, which may arise out of, be connected with or be made by reason of the purchase of Accounts by the Employer on behalf of employee(s) from the Company, and shall satisfy any judgment rendered or settlement against any of the indemnified parties, except for the liability resulting from the gross negligence, willful misconduct, actual fraud or criminal conduct, of any Indemnified Party. NBS or the Employer shall notify the Company within a reasonable amount of time on the receipt of any such claim demand or suit.
Indemnity and Defense. To the fullest extent allowed by applicable law, Subcontractor will indemnify and defend Contractor, Customer, and their owners, shareholders, officers, directors, consultants, agents, sureties, and employees (collectively, "Indemnified Parties"), from and against claims, damages (including, but not limited to, consequential damage), losses, or expenses (any or all, collectively, the "Claim"), including, but not limited to, reasonable attorneys fees, arising out of or relating to this Subcontract or the performance of Subcontractor's Work, except to the extent caused by the sole negligence of an Indemnified Party.
Indemnity and Defense. The rights of Deputies to be indemnified for damage awards against themselves or their marital community and to be provided with a legal defense if sued in matters related to their employment are set out in RCW 4.96.041 and BOCC Resolution 19-167. Upon a Deputy’s request, the Prosecuting Attorney’s Office Admin- istrator or the ▇▇▇▇▇ County Risk Management Office shall assist him or her in making such a request for an indemnity and a defense by ▇▇▇▇▇ County.
Indemnity and Defense. To the fullest extent allowed by law, Consultant/Professional will indemnify, defend, and hold harmless District, its Board of Education members, officers, agents, employees and directors (hereinafter “Indemnified Parties”) from and against any claim, demand, loss or liability (hereinafter “Claim”) of any nature or cause whatsoever, and whether actual or alleged, arising from or in any way connected with the performance of this Agreement, including, but not limited to any Claim for personal injury, death, property damage, loss of profits, infringement upon intellectual property rights, failure to comply with all of the requirements contained in Education Code section 45125.1 and/or disclosure of confidential information which might be obtained by Consultant/Professional during performance of this Agreement; except where such Claim is caused by the sole negligence or willful misconduct of the Indemnified Parties.
Indemnity and Defense. Buyers and Sellers shall defend, indemnify, and hold harmless Malleries (and its respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged
Indemnity and Defense. You will defend, indemnify and hold harmless Company and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this EZ Cart Merchant Agreement; (ii) your own website or other sales channels; (iii) the products you sell, any content you provide, or the advertisement, offer, sale or return of any products you sell; (iv) any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide; and/or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes, as defined below; or (v) any other actions or omissions to act of Seller or its representatives, contractors, officers, employees, agents, assigns or invitees, in connection with the performance of its obligations under this Agreement . For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and “Seller Taxes” means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Sites, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
Indemnity and Defense. (a) Seller agrees to defend, indemnify and hold Buyer harmless against any liability, loss, expense, damage or cost found by the court having jurisdiction in P.R. China under the product liability law or the laws and regulations having the same effect in P.R. China, or agreed in a settlement agreement between any plaintiffs and/or claimants and Seller, with respect to personal injury or death or property damage alleged to have been caused by any defect in the Products or part thereof provided, however, that the foregoing indemnity and assumption of defense shall not be applied to any instances where the alleged defect arises out of:
(i) Buyer's failure to carry out proper handling, operating, installation, testing, service and check out of the Products and/or to follow Seller's reasonable instructions or advice with respect to any of these matters; (ii) Buyer's utilization of any attachments or interface devices or any modifications to the Products including any change to its instruction manuals, installation manuals, service manuals, warranty card and other related documents ("Related Documents") which are not approved by Seller in writing and in advance, or Buyer's preparation of such Related Documents by itself; (iii) Buyer's incorporation of any parts not supplied by Seller into the Products and/or combination of any equipment not supplied by Seller with the Products; (iv) Seller's compliance with any request, instruction, design change, drawing or specification with respect to the Products and Related Documents imposed on Seller by Buyer; (v) Buyer's wrong explanation or failure to make necessary warning on the use or installation of the Products to its customers or end users; or (v) any commission or omission of Buyer.
(b) Buyer agrees to defend, indemnify and hold Seller harmless against any liability, loss, expense, damage or cost arising out of personal injury or death or property damage alleged to have been caused by any of the instances (i), (ii), (iii), (iv) and/or (v) specified in the above sub-section (a).
Indemnity and Defense. Subtenant agrees to indemnify Sublandlord and to hold Sublandlord free and harmless from and against any and all liabilities, costs, expenses, damages, claims, and losses of every kind and nature whatsoever arising out of or related to: (a) Subtenant's use and occupancy of the Leased Space, or any work, activity, or other thing done in, on, or about the Leased Space by Subtenant or anyone claiming under Subtenant; or (b) any breach or default by Subtenant under this Sublease or of any obligations of Subtenant imposed by law; or (c) any negligent or otherwise tortious act or omission of Subtenant, its agents, employees, invitees, or contractors. The foregoing indemnity includes, but is not limited to, injuries, death, and property damage suffered by Subtenant's employees except to the extent caused by the active (as opposed to passive) negligence or willful acts of Sublandlord, its agents or employees. Subtenant shall, at Subtenant's sole cost and expense, and by legal counsel reasonably satisfactory to Sublandlord, defend Sublandlord in any action or proceeding arising from any such matter and shall indemnify Sublandlord and hold Sublandlord free and harmless from and against all costs, attorneys' fees, expert witness fees, and any other expenses incurred in such action or proceeding. As a material part of the consideration for Sublandlord's execution of this Sublease, Subtenant hereby assumes all risk of damage or injury to any person or property in, on, or about any part of the Leased Space in the physical possession of Subtenant or anyone claiming under Subtenant, from any cause, except to the extent of the active negligence or willful acts of Sublandlord and Sublandlord's agents and employees. Sublandlord agrees to indemnify Subtenant and to hold Subtenant free and harmless from and against any and all liabilities, costs, expenses, damages, claims and losses of every kind and nature whatsoever arising out of or related to any breach or default by Sublandlord under this Sublease or any injury, death or property damage resulting from the active (as opposed to passive) negligence or willful misconduct of Sublandlord, its agents or employees.
Indemnity and Defense. With respect to ICANN, the registry operators, Freenom and ID Shield, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including attorney’s fees and court costs, for third party claims relating to or arising under the Privacy Service Agreement, the WHOIS Privacy Services provided hereunder, or your use of the WHOIS Privacy Services, including, without limitation, infringement by you, or by anyone else using the WHOIS Privacy Services provided to you, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of Freenom’s operating rules or policies relating to the WHOIS Privacy Services provided.