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What clauses in the contract deal with indemnities? Are they balanced and fair to both parties? 11. Indemnity A. TO THE FULLEST EXTENT PERMITTED BY

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What clauses in the contract deal with indemnities? Are they balanced and fair to both parties? 11. Indemnity A. TO THE FULLEST EXTENT PERMITTED BY LAW, ARCHITECT SHALL DEFEND. INDEMNIFY AND HOLD: HARMLESS BCI AND ITS AFFILIATES (INCLUDING THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND CONTRACTORS) AGAINST ANY LIABILITY ARISING FROM OR INCIDENTAL TO ARCHITECT'S OBLIGATIONS UNDER THIS AGREEMENT OR THE MATERIAL OR SERVICES PROVIDED BY ARCHITECT, INCLUDING () INJURIES TO PERSONS, INCLUDING DEATH OR DISEASE, (i1) DAMAGES TO PROPERTY, INCLUDING THEFT, (ili) ARCHITECT'S FAILURE TO COMPLY WITH ALL LAWS, AND (iv) LIENS ON BCI'S PROPERTY. B. IT IS THE INTENT OF THE PARTIES THAT THIS INDEMNITY APPLY REGARDLESS OF WHETHER OR NOT SUCH LIABILITY WAS CAUSED IN PART BY BCI'S OWN NEGLIGENCE OR THAT OF THE OTHER PARTIES INDEMNIFIED UNDER THIS SECTION, EXCLUDING ONLY ANYLIABILITY ARISING FROM THE SOLE NEGLIGENCE OF BCI. THIS INDEMNITY SHALL SURVIVE THE DELIVERY, INSPECTION AND ACCEPTANCE OF THE MATERIAL OR SERVICES. C. BCI SHALL NOTIFY ARCHITECT WITHIN A REASONABLE PERIOD OF TIME OF ANY WRITTEN CLAIM, DEMAND, NOTICE OR LEGAL PROCEEDINGS (CLAIM") FOR WHICH ARCHITECT MAY BE RESPONSIBLE UNDER THIS INDEMNITY OBLIGATION. A DELAY IN NOTICE SHALL NOT RELIEVE ARCHITECT OF ITS INDEMNITY OBLIGATION, EXCEPT TO THE EXTENT ARCHITECT CAN SHOW IT WAS PREJUDICED BY THE DELAY.D. ARCHITECT SHALL ASSUME. AT ITS EXPENSE, THE SOLE DEFENSE OF THE CLAIM THROUGH COUNSEL SELECTED BY ARCHITECT AND SHALL KEEP BCI FULLY INFORMED AS TO THE PROGRESS OF SUCH DEFENSE, UPON REASONABLE REQUEST OF ARCHITECT AND AT ARCHITECT'S EXPENSE, BCI SHALL COOPERATE WITH ARCHITECT IN THE DEFENSE OF THE CLAIM. AT ITS OPTION AND EXPENSE, SEC MAY RETAIN OR USE SEPARATE COUNSEL TO REPRESENT IT, INCLUDING IN- HOUSE COUNSEL. ARCHITECT SHALL MAINTAIN CONTROL OF THE DEFENSE. EXCEPT THAT IF THE SETTLEMENT OF A CLAIM WOULD ADVERSELY AFFECT SEC. ARCHITECT MAY SETTLE THE CLAIM AS TO BCI ONLY WITH ITS CONSENT, WHICH CONSENT SHALL NOT BE WITHHELD OR DELAYED UNREASONABLY. ARCHITECT SHALL PAY THE FULL AMOUNT OF ANY JUDGMENT. AWARD OR SETTLEMENT WITH RESPECT TO THE CLAIM AND ALL OTHER EXPENSES RELATED TO THE RESOLUTION OF THE CLAIM, INCLUDING COSTS, INTEREST AND REASONABLE ATTORNEYS' FEES. IF BCI IS REQUIRED TO TAKE ANY ACTION TO ENFORCE ITS INDEMNITY RIGHTS UNDER THIS AGREEMENT, OR TO ASSUME THE DEFENSE OF ANY CLAIM FOR WHICH IT IS ENTITLED TO RECEIVE AN INDEMNITY UNDER THIS AGREEMENT, BECAUSE OF ARCHITECT'S FAILURE TO PROMPTLY ASSUME SUCH DEFENSE, THEN BCI MAY ALSO RECOVER FROM ARCHITECT ANY REASONABLE ATTORNEYS' FEES (INCLUDING COST OF IN-HOUSE COUNSEL AT MARKET RATES FOR ATTORNEYS OF SIMILAR EXPERIENCE) AND OTHER COSTS OF ENFORCING ITS INDEMNITY RIGHTS OR ASSUMING SUCH DEFENSE.E. ARCHITECT AGREES NOT TO IMPLEAD OR BRING ANY ACTION AGAINST BELOR BCIS EMPLOYEES BASED ON ANY CLAIM BY ANY PERSON FOR PERSONAL INJURY OR DEATH THAT OCCURS IN THE COURSE OR SCOPE OF EMPLOYMENT OF SUCH PERSON BY ARCHITECT AND RELATES TO ARCHITECT'S PERFORMANCE UNDER THIS AGREEMENT

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