Provision Language
Attachment 8: Non Federal Sponsor Terms and Conditions – Gates Foundation
INDEMNIFICATION
If the Subaward Scope of Work involves clinical trials, trials involving human subjects, post–approval studies, field trials involving genetically modified organisms, experimental medicine, or the provision of medical/health services (“Indemnified Activities”), Subrecipient will indemnify, defend, and hold harmless the PTE and Foundation and their respective trustees, employees, students and agents (“Indemnified Parties”) from and against any and all 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 the acts or omissions, actual or alleged, of Subrecipient or Subrecipient’s employees, subgrantees, subcontractors, contingent workers, agents, and affiliates with respect to the Indemnified Activities. Subrecipient agrees that any activities by the PTE or Foundation in connection with the Subaward Scope of Work, such as its review or proposal of suggested modifications to the Subaward Scope of Work, will not modify or waive the PTE or Foundation’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. Subrecipient’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 Subaward will constitute an express or implied waiver of Subrecipient’s governmental and sovereign immunities, if any.