Master Alliance Provisions Guide (MAPGuide)

CARB-X Portfolio Company Agreement Template

  • Liability | Indemnification & liability

Section B: General Terms and Conditions

31. Warranties, Limitations, Indemnification and Insurance


c. Indemnification: Portfolio Company will defend and indemnify and hold Managing Entity, CARB-X, Managing Entity Sub-Recipients and Funders and their affiliates, employees, faculty members, students, trustees and agents (“Indemnified Parties”) harmless from and against any demands, claims, actions, suits, losses, damages (including property damage, bodily injury and wrongful death), arbitration and legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively “Claims”) arising out of or relating to Portfolio Company’s and its subgrantees’, subcontractors’, contingent workers’, employees’ agents’ or affiliates’ performance of this Agreement, including but not limited to work involving clinical trials, trials involving human subjects, post-approval studies, field trials involving genetically modified organisms, experimental medicine, or the provision of medical/health services; breach or alleged breach of any warranty, misrepresentation or material omission
made to obtain funding or Services, or any other negligent or wrongful act or omission of Portfolio Company and its subgrantees, subcontractors, contingent workers, employees, agents and affiliates (“Indemnified Activities”). Portfolio Company agrees that any activities by the Managing Entity or Funders in connection with the Portfolio Company Statement of Work, such as its review or proposal of suggested modifications to the Portfolio Company Statement of Work, will not modify or waive the Managing Entity’s or Funder’s rights under this paragraph. An Indemnified Party may, at its own expense, employ separate counsel to monitor and participate in the defense of any Claim. Portfolio Company’s indemnification obligations are limited to the extent permitted or precluded under applicable federal, state or local laws, including federal or state tort claims acts, the Federal Anti-Deficiency Act, state governmental immunity acts, or state constitutions. Nothing in this Agreement will constitute an express or implied waiver of Portfolio Company’s governmental and sovereign immunities, if any.