The indemnification clause requires the service provider to compensate the client for any losses, damages, or claims arising from the service provider's actions or negligence. This clause protects the client by ensuring that any legal or financial liabilities connected to the service provider's work are addressed by the provider.
Indemnification by Service Provider: The Service Provider shall indemnify, defend, and hold the Master Tenant, Owner, and each of their respective members, officers, managers, agents, attorneys, and employees (each an “Indemnified Party”) harmless from any claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs, and expenses, including reasonable attorneys’ fees and court costs, sustained or incurred by or asserted against any Indemnified Party due to the acts of the Service Provider that arise from its negligence, willful misconduct, bad faith, or fraud by the Service Provider, its agents, or employees, or the Service Provider’s willful breach of this agreement. If any person or entity makes a claim or files a suit against an Indemnified Party concerning a matter for which such Indemnified Party seeks indemnification, then: (a) the Indemnified Party shall promptly notify the Service Provider in writing; (b) the Service Provider may defend such claim or action with counsel of its choosing, provided such counsel is reasonably acceptable to the Indemnified Party; (c) neither the Indemnified Party nor the Service Provider shall settle any claim without the other’s written consent; and (d) this subsection shall not be interpreted to release the Master Tenant or the Service Provider from any liability to each other for willful breach of any covenants agreed to under this agreement.
Indemnification by Service Provider. Service Provider shall defend, indemnify and hold harmless Service Recipient, its Affiliates and its and their Personnel, successors and permitted assigns (collectively, the “Service Recipient Indemnitees”; and, together with Service Provider Indemnitees, the “Indemnitees”), from and against any and all Losses arising out of or resulting from any third-party Covered Action, to the extent arising out of or resulting from Service Provider’s (i) gross negligence or willful misconduct or (ii) material breach of any of its obligations under this Agreement.
Indemnification by Service Provider. Service Provider and each of its successors and assigns, jointly and severally, hereby agree to indemnify Service Recipient and its successors and assigns against, and agree to hold them harmless from, any and all claims, losses, liabilities, damages (including fines, penalties and criminal or civil judgments and settlements), costs (including court costs) and expenses (including reasonable attorneys’ and accountants’ fees) incurred or suffered by Service Recipient and/or its successors and assigns arising out of or in connection with a material breach by Service Provider of any covenant, representation, warranty or obligation of Service Provider under this Agreement or performance by Service Provider of the Services under this Agreement.
Indemnification by Service Provider. Service Provider agrees to indemnify COMPANY for any third party claims, including reasonable attorneys’ fees for defending those claims, arising out of Service Provider’s (a) performance of the Services, (b) negligence or willful misconduct, or (c) breach of this Agreement, except to the extent such claims result from COMPANY’s negligence, willful misconduct or breach of this Agreement. As a condition of this indemnification obligation, COMPANY must promptly notify Service Provider of a covered claim, must tender to Service Provider (and/or its insurer) full authority to defend or settle the claim, and must reasonably cooperate with the defense.
Indemnification by Service Provider. Service Provider shall defend, indemnify and hold harmless Recipient (and each of its Affiliates and Representatives) from and against any and all Adverse Consequences, incurred or suffered by it in connection with (a) Service Provider’s, or its Affiliate’s, negligence or willful misconduct in rendering Services pursuant to this Agreement, and (b) the breach of any covenant or agreement made by Service Provider under or in connection with this Agreement. No claim for indemnification under this Section 5.03 may be brought after the one (1) year anniversary of the termination or expiration of the last Service provided hereunder. Service Provider’s maximum liability for any action, regardless of the form of action, whether in tort or contract, arising under this Agreement, will be limited to the amount of received by Service Provider for Services hereunder.
Indemnification by Service Provider. Service Provider will indemnify, defend and hold harmless Tectonic, its Affiliates, and its and their respective officers, directors, employees and agents (collectively, the “Tectonic Indemnitees”) against any third party claims, including reasonable attorneys’ fees for defending those claims, to the extent such claims arise out of or relate to (a) the performance of Services by any Service Provider Indemnitee (as defined in Section 8.2) or any injury or harm to Service Provider Personnel alleged by such Service Provider Personnel to have occurred on Tectonic’s or its Affiliates’ premises during the course of performance of Services (except to the extent such claims result from Tectonic’s breach of this Agreement or a Tectonic Indemnitee’s negligence or willful misconduct); (b) any Service Provider Indemnitee’s negligence or willful misconduct in performing obligations under this Agreement; or (c) Service Provider’s breach of this Agreement.
Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless NHI and NHI OP and their respective Affiliates and any of their respective equityholders, officers, directors, employees and agents (collectively, the “Service Recipient Indemnified Parties”) from any and all losses, damages, liabilities, costs and expenses, including reasonable attorneys’ and experts’ fees (collectively, “Losses”) incurred by such Service Recipient Indemnified Parties and arising from, relating to or resulting from any Third Party Claims to the extent in connection with any breach of this Agreement or any fraud, gross negligence or willful misconduct by or on behalf of Service Provider or any of its Affiliates or subcontractors in Service Provider’s (or its applicable Affiliates’ or subcontractors’) provision of the Scheduled Services hereunder, except to the extent arising out of the applicable Service Recipient’s (or its Affiliates’ or representatives’) fraud, gross negligence or willful misconduct (“Service Recipient Indemnifiable Losses”).
Indemnification by Service Provider. Subject to the limitations set forth in Section 4.3 and the other provisions of this Agreement, Service Provider agrees to indemnify, defend and hold harmless [each][the] Service Recipient, [their][its] respective Affiliates and their respective officers, directors, employees, agents, successors and assigns (each, a “Service Recipient Indemnified Person”, and collectively, the “Service Recipient Indemnified Persons”) from and against, and shall reimburse the Service Recipient Indemnified Persons for, all Losses actually sustained, incurred or suffered by any Service Recipient Indemnified Person to the extent resulting from, arising out of or relating to (a) Service Provider’s breach of this Agreement, or (b) the gross negligence, willful misconduct or fraud of any Service Provider Indemnified Person (as defined below) in connection with its performance of obligations under this Agreement, other than Losses resulting from, arising out of or relating to any Service Recipient Indemnified Person’s gross negligence, willful misconduct, fraud or breach of its obligations pursuant to this Agreement.
Indemnification by Service Provider: Subject to Clause 12.5, Service Provider shall indemnify, defend and hold harmless AstraZeneca, its Affiliates, and their respective directors, officers, employees, and agents (the “AstraZeneca Indemnitees”) from and against any and all losses, damages, costs and expenses, including reasonable attorneys’ fees arising out of claims by third parties as a result of (i) [**]; or (ii) Service Provider’s breach of this Agreement, including without limitation, any representations, warranties and covenants herein; or (iii) any alleged or actual infringement or misappropriation of third party intellectual property rights resulting from use of any Service Provider provided information, data or property in the performance of the Services, except in each case to the extent that (A) such third party claim is based upon the negligence or willful misconduct of AstraZeneca or a AstraZeneca Indemnitee or breach of this Agreement by AstraZeneca; (B) AstraZeneca is indemnified by the U.S. Government in respect of any such losses, damages, costs or expenses, or (C) AstraZeneca has an obligation to indemnify Service Provider pursuant to Clause 12.1, as to which third party claims each Party shall indemnify the other to the extent of its respective liability for such third party claims.
Indemnification by Service Provider. Service Provider will be responsible for, defend, indemnify, and hold harmless Airline, United Airlines, Inc. (“United”) and the owner or lessor (and, if applicable, sublessor) of the Airline Premises and their respective officers, employees, and agents (collectively the “Airline Indemnified Parties”) from and against any and all liabilities, claims, suits, judgments, losses, damages, fines or costs (including reasonable attorneys’ fees and expenses) to the extent that they arise out of (i) any negligence or willful misconduct on the part of Service Provider in connection with its performance under this Agreement, (ii) any failure of supervision, negligence, or willful misconduct of the Service Provider in connection with its performance under this Agreement, or (iii) any breach or default by Service Provider of its obligations under this Agreement, or (iv) otherwise arising out of Service Provider’s provision of Services under this Agreement, all except and to the extent caused by the negligence or willful misconduct of any of the Airline Indemnified Parties.
Indemnification by Service Provider. Notwithstanding anything to the contrary in Section 5.5, Service Provider shall defend, indemnify and hold harmless Service Recipient and its Affiliates and Personnel (each, a “Service Recipient Indemnitee”) from and against any and all Losses actually incurred or suffered by Service Recipient Indemnitee to the extent related to or arising out of (a) a breach of any provision of this Agreement by Service Provider or its Affiliates or its or their respective Personnel; or (b) the gross negligence, willful misconduct or fraud of Service Provider, its Affiliates, its Vendors or it or their respective Personnel during the performance (or non-performance) of the Services (together, the “Service Provider Claims”). Notwithstanding the obligations set forth above in this Section 5.2, Service Provider shall not defend, indemnify or hold harmless Service Recipient Indemnitees to the extent that such Service Provider Claims were caused by: (i) a breach of any provision of this Agreement by Service Recipient, its Affiliates or its or their respective Personnel; or (ii) the gross negligence, willful misconduct or fraud of Service Recipient, its Affiliates or its or their respective Personnel in the performance (or non-performance) of this Agreement. Service Recipient Claims and Service Provider Claims are each individually referred to as a “Claim.”
Indemnification by a service provider refers to a contractual obligation where the service provider agrees to compensate the recipient of services for certain losses or damages. This clause is designed to protect the recipient from claims arising out of the service provider’s actions or omissions. It is a form of risk management, ensuring that the party responsible for an issue bears the financial burden of it.
You should use indemnification by service provider clauses in contracts where:
To write an effective indemnification by service provider clause, consider the following key components:
Example:
“The Service Provider shall indemnify and hold harmless the Recipient from any and all claims, damages, or expenses, including reasonable attorney’s fees, arising out of or in connection with the Service Provider’s performance of services under this Agreement, except to the extent caused by the Recipient’s negligence or willful misconduct.”
Indemnification by service provider clauses are commonly found in the following types of contracts:
Try our AI contract analysis and extract important clauses and information from existing contracts.
< <
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The indemnification for third-party claims clause obligates one party to compensate or defend the other party against claims, damages, or liabilities brought by third parties arising from the indemnifying party's actions or omissions. This clause is designed to allocate risk and provide financial protection to one party if legal issues or disputes with third parties arise during the contract's performance.
The indemnification of consultant clause typically requires the client to compensate and protect the consultant from any claims, damages, or liabilities that arise out of the consultant's work, except in cases of the consultant's own negligence or misconduct. This clause is designed to shield the consultant from financial loss and legal repercussions resulting from third-party claims related to the services provided.
The "Indemnification of Employee" clause ensures that an employer agrees to protect and compensate the employee for any legal liabilities or costs arising from actions taken in the course of their employment. This clause typically covers legal fees, settlements, and damages, provided the employee acted within the scope of their employment and not due to personal misconduct.
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
