Sample Indemnification Clauses
Indemnification Against Claims Arising From Goods
Seller agrees to protect, defend, indemnify and hold University harmless from all claims, losses, damages, and expenses, which may be asserted against or be incurred by University whether direct or indirect, foreseeable or unforeseeable, including, but not limited to, those resulting from injuries to any person or damage to any property, caused in any manner by any act or failure to act of Seller in connection with the furnishing of goods covered by this Purchase Order, or because of any imperfection or defect in said goods, or based upon any claim of product liability or strict liability in tort, or because of the failure or such goods to be in accordance with the description of such goods as may appear in any catalog, analytical information report or other technical bulletin as is furnished or utilized by University, or because of the failure of such goods to be produced in compliance with the requirements of this Purchase Order.
Indemnification by Consultant
Consultant shall defend, indemnify and hold University harmless from and against any and all loss, cost, expense, liability, or damage, including, without limitation, all reasonable attorney’s fees and court costs, arising out of or in connection with the performance by Consultant of any activities contemplated hereunder, whether or not in breach of this Agreement. Such losses, costs, expenses, damages, or liabilities shall include, without limitation, all actual, general, special, and consequential damages. For the purposes of this Section, University shall be deemed to include its employees, agents, officers, and members of its governing board.
If consultant has employees, include their acts.
Indemnification by Contractor
Contractor shall defend, indemnify and hold harmless University and University’s agents, servants and employees from and against all loss, damage and expense which they may sustain or become liable for on account of injury to or death of persons, or on account of damage to or destruction of property resulting from the performance of work under the Contract by Contractor or its Subcontractors, or due to or arising in any manner from the wrongful act or negligence of Contractor or its Subcontractors or any employee of any of them.
Intellectual Property Indemnity
Seller shall indemnify, defend and hold University harmless against all claims, liabilities, losses, damages, costs and expenses (including legal fees) resulting from or arising in connection with any actual or claimed infringement of any patent, copyright, mask work, trademark, trade secret or other intellectual property, proprietary or contractual right of any third party, with respect to the goods or services provided under the Order.
Campus Facility Users - Indemnity Agreement
To the fullest extent permitted by Law, the (named party) will defend, indemnify and hold harmless [legal name of College], including its current and former trustees, officers, directors, employees, volunteers, agents, assigns and students from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of, or from the performance of its operations or services, or any act, omission, claim or loss of any of its employees, agents, volunteers, participants, guests or any other party they are responsible for, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist in the absence of this agreement.
Bilateral Indemnity Agreement (more burden on third party)
To the fullest extent permitted by Law, the (named party) will defend, indemnify and hold harmless […] College, including its current and former trustees, officers, directors, employees, volunteers, agents, and assigns from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of, or from the performance of its operations, services, or activities on […] College Campus, or any act, omission, claim or loss of any of its employees, agents, volunteers, participants, guests or any other party they are responsible for, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity which would otherwise exist in the absence of this agreement.
[…] College shall indemnify and hold (named party) harmless from and against claims, damages, losses and expenses, including but not limited to attorney's fees, for bodily injury, personal injury or property damage arising out of the negligent acts or omissions of […] College or its employees, agents or any other party for whom it may be liable.