ANY PERSON NOT A PARTY HEREUNDER OR
NOT SPECIFICALLY IDENTIFIED AS AN INDEMNITEE HERETO. THE PARTY ASSUMING
LIABILITY UNDER THIS AGREEMENT AGREES AT ITS SOLE EXPENSE TO INVESTIGATE AND
DEFEND (AND/OR SETTLE) ANY CLAIM OR SUIT FOR WHICH IT IS OBLIGATED TO PROVIDE
INDEMNIFICATION HEREUNDER, TO BEAR ALL COSTS AND EXPENSES RELATED THERETO
(INCLUDING, BUT NOT LIMITED TO, COURT COSTS AND ATTORNEY'S FEES), TO REIMBURSE
THE INDEMNIFIED PARTY FOR ITS COSTS AND EXPENSES AS THEY ARE INCURRED, AND TO
SATIFY ANY JUDGMENTS OR DECREES WHICH MAY BE ENTERED THEREIN.
CONTRACTOR'S DEFENSE AND INDEMNITY OBLIGATIONS TO COMPANY GROUP SHALL NOT
INCLUDE COMPANY GROUP'S CONTRACTUAL DEFENSE AND INDEMNITY OBLIGATIONS TO OTHERS.
COMPANY'S DEFENSE AND INDEMNITY OBLIGATIONS TO CONTRACTOR GROUP SHALL NOT
INCLUDE CONTRACTOR GROUP'S CONTRACTUAL DEFENSE AND INDEMNITY OBLIGATIONS TO
OTHERS. HOWEVER, IF BOTH CONTRACTOR AND COMPANY OWE DEFENSE AND INDEMNITY TO THE
SAME ENTITY OR PERSON, CONTRACTOR WILL SATISFY AND PERFORM CONTRACTOR'S SAID
OBLIGATIONS WITHOUT CONTRACTOR OR CONTRACTOR'S INSURERS SEEKING SHARING,
RECOUPMENT OR RECOVERY FROM COMPANY WITH RESPECT TO SAID OBLIGATIONS.
12.
TAXES AND CLAIMS
a)
Contractor shall pay all taxes, licenses, and fees levied or assessed on
Contractor in connection with or incident to the performance of this Agreement
by any governmental agency for unemployment compensation insurance, old age
benefits, Social Security, or any other taxes upon the wages or salaries paid by
Contractor, its agents, employees, and representatives. Contractor agrees to
require the same agreements, and to be liable for any breach thereof, by any of
its subcontractors.
b)
Contractor shall reimburse Company on demand for all taxes or governmental
charges, state or federal, which Company may be required, or deem necessary, to
pay on account of Contractor Group. Contractor agrees to furnish Company with
the information required to enable it to make the necessary reports and to pay
the taxes or charges. At its election, Company is authorized to deduct all sums
so paid for taxes and governmental charges from any money due Contractor
hereunder
c)
Contractor shall pay all claims for labor, materials, services, and supplies
furnished by Contractor hereunder and agrees to allow no lien or charge to be
fixed upon the lease, well, land, equipment, or other property of Company Group.
Contractor shall defend and indemnify Company Group from and against all such
claims and liens. If Contractor shall fail or refuse to pay any claim or
indebtedness incurred by Contractor under this Agreement, Company, in addition
to any other remedies it may have, shall have the right to pay the claim or
indebtedness and request prompt reimbursement from Contractor thereafter. No
assignment or transfer by Contractor of rights to monies due Contractor
hereunder shall have any force or effect on Company's rights hereunder until all
the claims and indebtedness by Contractor shall have been completely liquidated
and discharged.
13.
PATENTS, COPYRIGHTS, AND TRADE SECRETS
Contractor shall defend and indemnify Company Group from and against any and all
liabilities, claims, suits, judgments, injury, cost, expense, including
attorney's fees, damages, and losses arising directly or indirectly