IDEMNIFICATION CLAUSES
It is not the policy of NSHE to put a hold harmless clause in a contract that benefits the other party to the contract. Only where the other party requires such a clause should it be included.
Also, whenever a hold harmless clause is required by the other party, then NSHE insists on a mutual hold harmless clause that benefits NSHE, its officers and employees.
Any exceptions to the hold harmless clause must be specifically authorized by DRI or System legal counsel.
The preferred indemnification clause is as follows:
“To the extent limited in accordance with NRS 41.0305 to NRS 41.039, (Institution*) shall indemnify, defend, and hold harmless (name of other party) from and against any and all liabilities, claims, losses, lawsuits, judgments, and/or expenses, including attorney fees, arising either directly or indirectly from any act or failure to act by (Institution) or any of its officers or employees, which may occur during or which may arise out of the performance of this Agreement. (Institution) will assert the defense of sovereign immunity as appropriate in all cases, including malpractice and indemnity actions. (Institution’s) indemnity obligation for actions sounding tort is limited in accordance with the provisions of NRS 41.035 to $100,000.00 per cause of action.”(Include a corresponding hold harmless clause benefiting DRI)
It is recognized that contracts that are written by the other party may not have a “hold-harmless” clause that follows exactly the required form. Provided such hold-harmless clauses state that they are conditioned:
“To the extent limited in accordance with NRS 41.0305 to NRS 41.039,” and provided they are limited to the acts or omissions in the course and scope of the public duties of NSHE and its officers, employees or agents, such language is acceptable.(Include a corresponding hold harmless clause benefiting DRI)
The other party must also indemnify DRI. The recommended clause is as follows:
“(Contracting party) shall indemnify, defend, and hold harmless NSHE, its officers, employees, and agents from and against any and all liabilities, claims, losses, costs or expenses to the person or property of another, lawsuits, judgments, and/or expenses, including attorney fees, arising either directly or indirectly from any act or failure to act by (contracting party) or any of its officers or employees, which may occur during or which may arise out of the performance of this Agreement.”
Other acceptable clauses:
Example 1
DRI agrees to the extent limited in accordance with NRS 41.0305 to NRS 41.039 to indemnify to their proportionate share and hold XXX harmless from claims, losses, expenses, fees including attorney fees, costs, judgments that may be asserted against DRI that result in acts, omissions by DRI, its employees, representatives, or agents.
And
XXX agrees to indemnify to their proportionate share and hold DRI harmless from claims, losses, expenses, fees including attorney fees, costs, judgments that may be asserted against DRI that result in acts, omissions by DRI, its employees, representatives, or agents.
Example 2
Each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party to the extent limited in accordance with NRS 41.0305 to NRS 41.039. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers’ compensation acts, disability benefit acts, or other employee benefit acts.
Example 3
Each party to this Contract shall assume the risk ofany liability arising from its own conduct to the extent permitted by law. Neither party agrees to insure,defend or indemnify the other.
or
Each party agrees to be responsible for its own wrongful or negligent acts or omissions or those of its officers, agents, or employees arising in any way out of this Agreement to the extent permitted by law.
or
Neither party waives any right or defense to indemnification that may exist under law or equity.
Example 4
To the extent limited in accordance with NRS 41.0305 to NRS 41.039 and to the extent that the claims or losses are limited to the acts or omissions in the course and scope of the public duties of DRI and its officers, employees or agents, the DRI agrees to indemnify, defend, and save harmless XXX, its officers, agents and employees from any and all claims and losses accruing or resulting to DRI, and to any and all contractors, subcontractors, materialmen, laborers, and any other person, firm or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by the DRI in the performance of this Agreement. (Include a corresponding hold harmless clause benefiting DRI)
Example 5
Each party accepts responsibility for any property damage, injury, or death caused by the acts or omissions of their respective faculty, students, employees, or other representatives, arising under this Task Agreement, to the fullest extent permitted by
law.
Example 6
To the extent limited by applicable law, the parties agree to indemnify and hold harmless the other party, and any of its affiliates or subsidiaries, and all of its directors, officers, agents, contractors, volunteers and employees, from any and all claims or liabilities, including, but not limited to, injury, death and/or damage to property, which may arise from the indemnifying parties’ performance of this Agreement, except to the extent that such claims or liabilities arise from the gross negligence or willful action or inaction of the other indemnified party or its affiliates or subsidiaries.
Example 7
XXX acknowledges and understands that DRI is a public entity of the State of Nevada, and as such, its liability in tort is limited in accordance with NRS 41.0305 to NRS 41.039. DRI does not waive sovereign immunity or the above-described tort liability limitations. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers’ compensation acts, disability benefit acts, or other employee benefit acts. (Can be used when a sponsor does not understand the NRS citing). DRI’s indemnity liability for actions surrounding tort is limited to $100,000 per cause of action.(Include a corresponding hold harmless clause benefiting DRI).