Agmt17 Ilya and Emilia Kabakov , Fung Colllaboratives, Inc

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misconduct or any negligent act or omission of the Artist, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. B. INDEMNIFICATION FOR INFRINGEMENT. Without limiting the generality of the forgoing, Artist also agrees to protect, defend, indemnify and hold City, its officers, agents and employees harmless from any action, claim, suit or liability, including reasonable attorney's fees, based on a claim that the Artwork, the Repair Document, any work performed under this Agreement by Artist, or Artist's agents or Artist's subcontractors constitutes an infringement of any patent, copyright, trademark, trade name or other proprietary right of any party. This section shall survive expiration or sooner termination under this Agreement. C. INDEMNIFICATION BY CONSULTANT. Consultant will defend, indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of its performance of this Agreement, caused in whole or in part by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City. The Parties expressly agree that any reasonable payment, attomeys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 11. INSURANCE. Consultant shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant's agents, representatives, employees or subcontractors. Consultant shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A-: VII". REV: 11-21-1615 Page 4 of 15 ATTY/AGR.2016.323/Purchase Agreement for Artwork - Kabakov - Fung