Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Indemnity and Insurance clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnity and Insurance. a. Company shall indemnify, defend, and hold harmless Columbia, its trustees, officers, faculty, employees, students and agents, from and against any and all Third Party actions, suits, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including reasonable legal fees) based on, arising out of, or relating to this Agreement, including, without limitation, (i) the discovery, development, manufacture, packaging, use, sale, offering for sale, ...importation, exportation, distribution, rental or lease of Products, even if altered for use for a purpose not intended, (ii) the use of Patents, Materials or Technical Information by Company, Sublicensees, Designees, or their Affiliates or customers, (iii) any representation made or warranty given by Company, Sublicensees, Designees, or their Affiliates with respect to Products, Patents, Materials or Technical Information, (iv) any infringement claims relating to Products, Patents, Materials or Technical Information, and (v) any asserted violation of the Export Laws (as defined in Section 14) by Company, Sublicensees, 21 Designees, or their Affiliates; in each case, except to the extent it is determined to arise from the gross negligence or intentional misconduct of any person or entity seeking indemnification hereunder Each indemnified person or entity shall promptly notify Company thereof and afford Company full control over the defense and settlement thereof, and reasonably cooperate with Company in such defense. Company shall reimburse Columbia for the actual fees, costs, and expenses (including legal fees) that it may incur in enforcing this provision. b. Commencing at least [***] prior to the first Product being offered for sale, Company shall obtain and maintain during the remaining term of this Agreement, Commercial General Liability insurance (including product liability and contractual liability coverage for Company's indemnity obligations under Section 12a) with reputable and financially secure insurance carriers reasonably acceptable to Columbia to cover the activities of Company, Sublicensees, Designees, and their Affiliates, for minimum limits of $[***] combined single limit for bodily injury and property damage per occurrence and in the aggregate. Such insurance shall include Columbia, its trustees, faculty, officers, employees and agents as additional insureds. Company shall furnish a certificate of insurance evidencing such coverage, with [***] days' written notice to Columbia of cancellation or material change in coverage. The minimum amounts of insurance coverage required herein shall not be construed as creating any limitation on the Company's indemnity obligation under Section 12a of this Agreement. c. Company's insurance shall be primary coverage; any insurance Columbia may purchase shall be excess and noncontributory. The Company's insurance shall be written to cover claims incurred, discovered, manifested, or made during or after the expiration of this Agreement. d. Company shall comply with all statutory workers' compensation and employers' liability requirements covering its employees with respect to activities performed under this Agreement.View More
Indemnity and Insurance. a. Indemnity. i. Company shall will indemnify, defend, and hold harmless Columbia, its trustees, officers, faculty, employees, students and agents, agents ("Indemnities"), from and against any and all Third Party actions, suits, claims, demands, prosecutions, prosecutions brought by a Third Party (each, a "Claim"), and indemnify the Indemnitees for any liabilities, costs, expenses, damages, deficiencies, losses or obligations (including reasonable legal attorneys' fees) finally awarded or agreed... to in settlement of any such Claim, to the extent any such Claim is based on, arising arises out of, or relating relates to this Agreement, including, without limitation, (i) the discovery, development, manufacture, packaging, use, sale, offering for sale, importation, exportation, distribution, rental or lease of Products, even if altered for use for a purpose not intended, (ii) the use of Patents, Materials Patents or Technical Information by Company, Sublicensees, Designees, the Sellers or their Affiliates or customers, (iii) any representation made or warranty given by Company, Sublicensees, Designees, or their Affiliates the Sellers with respect to Products, Patents, Materials Patents or Technical Information, (iv) any infringement claims relating to Products, Patents, Materials Patents or Technical Information, and (v) any asserted violation of the Export Laws (as defined in Section 14) 15 hereof) by Company, Sublicensees, 21 Designees, any of the Sellers. Company shall [*]. ii. In the event Columbia is seeking the benefit of the defense and indemnification obligations set forth in Section 12(a)(i), Columbia must notify Company in writing, promptly after receipt of actual notice of any Claim for which it seeks to recover; provided, however, any delay or their Affiliates; in each case, failure of notice shall not relieve Company of its obligations hereunder except to the extent it that Company is determined actually prejudiced by such delay or failure to arise from the gross negligence or intentional misconduct of any person or entity seeking indemnification hereunder Each indemnified person or entity shall promptly notify Company thereof and afford Company full control over the defense and settlement thereof, and reasonably cooperate with Company in such defense. notify. Company shall reimburse Columbia for the actual fees, costs, have sole control and expenses (including legal fees) that it may incur in enforcing this provision. b. Commencing at least [***] prior authority with respect to the first Product being offered for sale, defense, litigation, compromise or settlement of such Claim, except that any settlement involves any admission of wrongdoing or inequitable conduct by Columbia or any material commitments, responsibilities or obligations on the part of Columbia (other than the payment of money that can be fully satisfied by Company) shall require the prior written consent of Columbia, which consent shall not be unreasonably withheld, conditioned or delayed. Company shall obtain not be responsible for any settlement it does not approve in writing. Columbia shall provide reasonable information, cooperation and maintain assistance as required by Company (at Company's expense). Columbia reserves the right to participate at its own cost in any proceedings with counsel of its own choosing, however, Columbia shall at all times be subject to Company's sole control and authority with respect to defending, litigating or settling the Claim. b. Insurance. i. Company shall maintain, at all times during the remaining term of this Agreement, Commercial General Liability Agreement commencing at least [*] prior to [*], commercial general liability insurance (including product liability and contractual liability coverage for insurance applicable to Company's indemnity obligations under Section 12a) 12(a)) with reputable and financially secure insurance carriers reasonably acceptable to Columbia to cover the activities of Company, Sublicensees, Designees, and their Affiliates, for minimum limits of $[***] [*] combined single limit for bodily injury and property damage per occurrence and in the aggregate. Such insurance shall include Columbia, its trustees, faculty, officers, employees and agents as additional insureds. Company shall furnish a certificate of insurance evidencing such coverage, with [***] thirty days' written notice to Columbia of cancellation or material change in coverage. The minimum amounts of insurance coverage required herein shall not be construed as creating any limitation on the Company's indemnity obligation under Section 12a 12(a) of this Agreement. c. 18 ii. Company's insurance shall be primary coverage; any insurance Columbia may purchase shall be excess and noncontributory. The Company's insurance shall be written to cover claims incurred, discovered, manifested, or made during or after the expiration of this Agreement. d. iii. Company shall at all times comply with all statutory workers' compensation and employers' liability requirements covering its employees with respect to activities performed under this Agreement. View More
Indemnity and Insurance. a. Indemnity. Company shall indemnify, defend, and hold harmless Columbia, its trustees, officers, faculty, employees, students and agents, from and against any and all Third Party actions, suits, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including reasonable legal attorneys' fees) based on, arising out of, or relating to third party claims arising in connection with this Agreement, including, without limitation, Agreement to the e...xtent arising out of: (i) the discovery, development, manufacture, packaging, use, sale, offering for sale, importation, exportation, distribution, rental or lease of Products, even if altered for use for a purpose not intended, intended; (ii) the use of Patents, Materials Patents or Technical Information by Company, Sublicensees, Designees, or their Affiliates or customers, customers; (iii) any representation made or warranty given by Company, Sublicensees, Designees, or their Affiliates with respect to Products, Patents, Materials or Technical Information, Information; (iv) any infringement claims relating to Products, Patents, Materials or Technical Information, Information; and (v) any asserted violation of the Export Laws (as defined in Section 14) by Company, Sublicensees, 21 Designees, or their Affiliates; in each case, except to the extent it is determined to arise from the gross negligence or intentional misconduct of any person or entity seeking indemnification hereunder Each indemnified person or entity shall promptly notify Company thereof and afford Company full control over the defense and settlement thereof, and reasonably cooperate with Company in such defense. Affiliates. Company shall reimburse Columbia for the actual fees, costs, and expenses (including legal reasonable and documented attorneys' fees) that it may incur in enforcing this provision. b. Commencing at least [***] prior Notwithstanding the foregoing, Company shall have no obligation to indemnify, defend or hold harmless any person or entity, to the first Product being offered for sale, extent a subject claim or loss arises in connection with the negligence, fraud, or willful misconduct by Columbia or any person or entity acting (or failing to act) on its behalf, as determined by a court of competent jurisdiction. b. Insurance. Company shall obtain and maintain during the remaining term of this Agreement, Commercial General Liability commercial general liability insurance (including product liability and contractual liability coverage for insurance applicable to Company's indemnity obligations under Section 12a) with reputable and financially secure insurance carriers reasonably acceptable to Columbia to cover the activities of Company, Sublicensees, Designees, and their Affiliates, for minimum limits of $[***] $5,000,000 combined single limit for bodily injury and property damage per occurrence and in the aggregate. Such Company shall contract for such insurance shall to include the Columbia, its trustees, faculty, officers, employees and agents as additional insureds. Company shall furnish a certificate of insurance evidencing such coverage, with [***] thirty days' written notice to Columbia of cancellation or material change in coverage. The minimum amounts of insurance coverage required herein shall are deemed not to be construed as creating any limitation on the Company's indemnity obligation under Section 12a of this Agreement. 20 c. Primacy. Company's insurance shall be is primary coverage; any insurance Columbia may purchase shall be is excess and noncontributory. The Company's Company shall contract for its insurance shall to be written to cover claims incurred, discovered, manifested, or made during or after the expiration of this Agreement. d. Compliance. Company shall comply with all statutory workers' compensation and employers' liability requirements covering its employees with respect to concerning activities performed under this Agreement. View More
Indemnity and Insurance. a. a.Indemnity. The Company hereby indemnifies and shall indemnify, defend, defend and hold harmless Columbia, its trustees, officers, faculty, employees, students students, and agents, from and against any and all Third Party actions, suits, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including reasonable legal fees) based on, arising out of, or relating to this Agreement, including, without limitation, (i) the following: 19 (i)the ...discovery, development, manufacture, packaging, use, sale, offering for sale, importation, exportation, distribution, rental or lease of Products, even if altered for use for a purpose not intended, (ii) the intended; (ii)the use of Patents, Materials or Technical Information by the Company, Sublicensees, Designees, or their Affiliates or customers, (iii) any customers; (iii)any representation made or warranty given by the Company, Sublicensees, Designees, or their Affiliates with respect to concerning Products, Patents, Materials or Technical Information, (iv) any Information; (iv)any infringement claims relating to Products, Patents, Materials Materials, or Technical Information, Information; and (v) any (v)any asserted violation of the Export Laws (as defined in Section 14) by the Company, Sublicensees, 21 Designees, or their Affiliates; in each case, except to the extent it is determined to arise from the gross negligence or intentional misconduct of any person or entity seeking indemnification hereunder Each indemnified person or entity shall promptly notify Company thereof and afford Company full control over the defense and settlement thereof, and reasonably cooperate with Company in such defense. Affiliates. The Company shall reimburse Columbia for the actual fees, costs, and expenses (including legal fees) that it may incur incurs in enforcing this provision. b. Commencing at least [***] prior to the first Product being offered for sale, b.Insurance. The Company shall obtain and maintain during the remaining term of this Agreement, Commercial General Liability commercial general liability insurance (including product liability and contractual liability coverage insurance) for the Company's indemnity obligations under Section 12a) 12a with reputable and financially secure insurance carriers reasonably acceptable to Columbia to cover the activities of the Company, Sublicensees, Designees, and their Affiliates, for minimum limits of $[***] $5,000,000 combined single limit for bodily personal injury and property damage per occurrence and in the aggregate. Such The Company shall contract for the insurance shall to include Columbia, its trustees, faculty, officers, employees and agents as additional insureds. Upon Columbia's reasonable request, the Company shall furnish a certificate of insurance evidencing such coverage, with [***] days' written notice to Columbia of cancellation or material change in that coverage. The minimum amounts of insurance coverage required herein shall under this Agreement are deemed not to be construed as creating any limitation on the Company's indemnity obligation under Section 12a of this Agreement. c. c.Primacy. The Company's insurance shall be is primary coverage; any insurance Columbia may purchase shall be is in excess of the Company's insurance and noncontributory. The Company shall contract for the Company's insurance shall to be written to cover claims incurred, discovered, manifested, or made during or after the expiration of this Agreement. d. d.Compliance. The Company shall comply with all statutory workers' compensation and employers' liability requirements covering its employees with respect to concerning activities performed under this Agreement. View More
Indemnity and Insurance. LICENSEE and each applicable LICENSED PARTY (each an "Indemnitor" and collectively "Indemnitors") shall protect, defend, and indemnify the JHU INDEMNITEES from and against any claims, losses, or damages of third parties (i) allegedly arising from or related in any way to any act or omission of an Indemnitor performing or exercising rights granted under this AGREEMENT, or (ii) allegedly caused by or arising in any way from LICENSED PRODUCTS. Indemnitors shall pay to defend the JHU INDEMNITIES aga...inst any claim subject to this Section 8.1 with counsel reasonably acceptable to JHU, and shall pay and/or hold the JHU INDEMNITEES harmless as against any judgments, fees, expenses, or other costs arising from or incidental to any such lawsuit, claim, demand or other action, whether or not any JHU INDEMNITEE is named as a party defendant in any such lawsuit and whether or not the JHU INDEMNITEES are alleged to be negligent or otherwise responsible for any injuries to persons or property. 8 8.1.1.Exclusions. The LICENSED PARTY Indemnification obligation as stated herein excludes: (i) claims arising solely from the practice by JHU of its retained rights under Section 2.5 of this AGREEMENT; and (ii) claims arising solely from the negligent use or administration by a JHU INDEMNITEE of a LICENSED PRODUCT (but any related claim of product liability or Indemnitor negligence shall remain subject to Indemnification). 8.1.2.Notice, Cooperation, and Participation. JHU or a JHU Indemnitee shall provide LICENSEE with prompt notice of any claims subject to indemnification, and will provide reasonable cooperation in the investigation and defense of such claims. JHU shall have the right to participate in the defense of any claim with counsel of its choice and at its own expense. JHU shall have the right to approve any settlement against JHU or that imposes any liability or obligation on JHU, such approval not to be unreasonably withheld. JHU shall not be entitled to indemnification if it concludes any settlement or compromise of a claim without the prior written consent of LICENSEE, which consent shall not be unreasonably withheld, delayed, or conditioned. 8.2.Insurance. LICENSEE shall, continuing throughout the term of this AGREEMENT and for a period of three years thereafter, obtain and maintain, in full force and effect and at LICENSEE's sole cost and expense, the insurance coverage as set forth in Exhibit E. LICENSEE shall provide written proof of such insurance coverage to JHU within 30 days of EXECUTION DATE or initial coverage, whichever is later, and each renewal thereof. This AGREEMENT and the licenses granted herein shall immediately and automatically terminate in the event LICENSEE or a LICENSED PARTY (as applicable) fails to obtain the required insurance or if the insurance lapses or is cancelled. 8.3.Survival. The foregoing indemnification obligations shall survive termination or expiration of this AGREEMENT, and shall not be subject to any limitation of liability set forth in this AGREEMENT.View More
Indemnity and Insurance. JHU Indemnification. LICENSEE and each applicable LICENSED PARTY (each an "Indemnitor" and collectively "Indemnitors") shall protect, defend, and indemnify the JHU INDEMNITEES from and against any claims, losses, or damages of third parties (i) allegedly arising from or related in any way to any act or omission of an Indemnitor performing or exercising rights granted under this AGREEMENT, or (ii) allegedly caused by or arising in any way from LICENSED PRODUCTS. Indemnitors shall pay to defend th...e JHU INDEMNITIES against any claim subject to this Section 8.1 with counsel reasonably acceptable to JHU, and shall pay and/or hold the JHU INDEMNITEES harmless as against any judgments, fees, expenses, or other costs arising from or incidental to any such lawsuit, claim, demand or other action, whether or not any JHU INDEMNITEE is named as a party defendant in any such lawsuit and whether or not the JHU INDEMNITEES are alleged to be negligent or otherwise responsible for any injuries to persons or property. 8 8.1.1.Exclusions. 0 JHU EXCLUSIVE LICENSE AGREEMENT CONFIDENTIAL 8.1.1. Exclusions. The LICENSED PARTY Indemnification obligation as stated herein excludes: (i) claims arising solely from the practice by JHU of its retained rights under Section 2.5 of this AGREEMENT; and (ii) claims arising solely from the negligent use or administration by a JHU INDEMNITEE of a LICENSED PRODUCT (but any related claim of product liability or Indemnitor negligence shall remain subject to Indemnification). 8.1.2.Notice, 8.1.2. Notice, Cooperation, and Participation. JHU or a JHU Indemnitee INDEMNITEE shall provide LICENSEE with prompt notice of any claims subject to indemnification, and will provide reasonable cooperation in the investigation and defense of such claims. JHU shall have the right to participate in the defense of any claim with counsel of its choice and at its own expense. JHU shall have the right to approve any settlement against JHU or that imposes any liability or obligation on JHU, JHU. 8.2. HHMI Indemnification. The Howard Hughes Medical Institute ("HHMI"), and its trustees, officers, employees, and agents (collectively, "HHMI INDEMNITEES"), will be indemnified, defended by counsel acceptable to HHMI, and held harmless by LICENSEE from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys' fees and other costs and expenses of defense) (collectively, "Claims"), based upon, arising out of, or otherwise relating to this AGREEMENT or the use, handling, storage, or disposition of any LICENSED MATERIAL listed in EXHIBIT A-1 by LICENSEE, its AFFILIATES or SUBLICENEES or others who possess such approval LICENSED MATERIAL through a chain of possession leading back, directly or indirectly, to LICENSEE, including without limitation any cause of action relating to product liability. The previous sentence will not apply to be unreasonably withheld. JHU shall any Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI INDEMNITEE. Notwithstanding any other provision of this AGREEMENT, LICENSEE'S obligation to defend, indemnify and hold harmless the HHMI INDEMNITEES under this paragraph will not be entitled subject to indemnification if it concludes any settlement limitation or compromise exclusion of a claim without the prior written consent liability or damages or otherwise limited in any way. This provision shall survive any termination or expiration of LICENSEE, which consent shall not be unreasonably withheld, delayed, or conditioned. 8.2.Insurance. this AGREEMENT. 8.3. Insurance. LICENSEE shall, continuing throughout the term TERM of this AGREEMENT and for a period of three (3) years thereafter, obtain and maintain, in full force and effect and at LICENSEE's sole cost and expense, the insurance coverage as set forth in Exhibit E. LICENSEE shall provide written proof of such insurance coverage to JHU within 30 days of EXECUTION DATE or initial coverage, whichever is later, and each renewal thereof. This AGREEMENT and the licenses granted herein shall immediately and automatically terminate in the event LICENSEE or a LICENSED PARTY (as applicable) fails to obtain the required insurance or if the insurance lapses or is cancelled. 8.3.Survival. The foregoing indemnification obligations 0 JHU EXCLUSIVE LICENSE AGREEMENT CONFIDENTIAL 8.4. Survival. This Article 8 shall survive termination or expiration of this AGREEMENT, and shall not be subject to any limitation of liability set forth in this AGREEMENT. View More
