11.1. To the fullest extent permitted by law, HPC agrees to defend, indemnify and hold harmless Abode, the Utility, and their respective affiliates, officers, directors, agents, servants, employees, assigns and others acting in concert with them, from and against any claims, damages, loss or expense, which include:
- attorney’s fees
- claims for injury (including death) to persons (including employees, agents, or subcontractors of HPC)
- damage or loss to property, whether in contract or tort or based on strict liability,
- the failure of HPC to satisfy any term, condition, or obligation under this Agreement or any Customer Contract
- HPC’s failure to pay any and all federal or state payroll taxes or contributions for unemployment insurance, worker’s compensation, pensions, and retirement benefits
- the negligence or willful or reckless misconduct of persons performing HPC’s Work;
- the misuse or prohibited disclosure of information of Abode, the Utility, or any Customer
11.2. For the claims against any person or entity indemnified above by any employee of the HPC, HPC’s subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they might be liable, the indemnification obligation under this paragraph shall not be subject to any limitation on the amount or type of damages, compensation or benefits payable by or for the HPC, or the HPC’s subcontractors under workers’ compensation acts, disabilities benefit acts or other employee benefits acts.
11.3. HPC confirms that Abode has the right to set-off, against the amounts that Abode needs to pay HPC under the Agreement, such amounts that are obligatory to fulfill HPC’s indemnification and cover obligations under this Section 11.