Common use of RESPONSIBILITY; INDEMNIFICATION Clause in Contracts

RESPONSIBILITY; INDEMNIFICATION. To the fullest extent allowed by law, Contractor must indemnify, keep and save harmless District and its directors, officers, agents and employees against any and all suits, claims or actions arising out of any of the following: a. Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of this Agreement by Contractor caused by a negligent act or omission or willful misconduct of Contractor or its employees, subcontractors or agents and not caused by the District's sole negligence; and b. Any allegation that materials or services provided by Contractor infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party. To the fullest extent allowed by law, Contractor further agrees to defend any and all such actions, suits or claims, with counsel acceptable to District in its sole discretion, and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered, or settlement reached, against District, or any of the other individuals enumerated above in any such action, Contractor must, at its expense, satisfy and discharge the same. This indemnification will survive termination or expiration of the Agreement.

RESPONSIBILITY; INDEMNIFICATION. To the fullest extent allowed by law, Contractor must indemnify, keep and save harmless District and its directors, officers, agents and employees against any and all suits, claims or actions arising out of any of the following: a. Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of this Agreement Contract by Contractor caused by a negligent act or omission or willful misconduct of Contractor or its employees, subcontractors or agents and not caused by the District's sole negligence; and; b. Any allegation that materials or services provided by Contractor infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party. ; c. Any disclosure, or alleged disclosure, of District PII, as defined in Attachment C; and d. Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from any disclosure of PII, as defined in Attachment C. To the fullest extent allowed by law, Contractor further agrees to defend any and all such actions, suits or claims, with counsel acceptable to District in its sole discretion, and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered, or settlement reached, against District, or any of the other individuals enumerated above in any such action, Contractor must, at its expense, satisfy and discharge the same. This indemnification will survive termination or expiration of the AgreementContract.