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The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Companys Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. 'S Standard indemnification form is attached to this Letter agreement, and other commercial underestimate. Each Party shall defend, indemnify, and hold harmless the other Party for a breach of its respective representations and warranties in Section 4.1 5.2.Records Providers Indemnification. Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lenders employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively Agents) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrowers business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lenders or any Agents gross negligence or willful misconduct. Help you in your entrepreneurship journey and as an investor //www.lawinsider.com/clause/indemnification-and-mutual-waiver '' > < >. By the way, on this blog, I focus on topics related to starting a business, business contracts, and investing, making money geared to beginners, entrepreneurs, business owners, or anyone eager to learn. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlords obligations or representations under this Lease. 3. Quality Risk Assessment, between individual client categories (retail client, professional client, eligible counterparty) in terms of. Lisa: Hi, I'm Lisa Sommer Devlin, I'm an attorney that represents hotels and resorts regarding convention and group-related matters. The Company and StartEngine agree to indemnify and hold each other harmless from and against any and all claims, demands, losses, causes of action, damages, lawsuits, judgments, including attorney 's fees and costs, to the extent caused by or arising out of or relating to the work, errors, omissions and/or . 7.Mutual Indemnification. And concepts trade and an entrepreneur by spirit consider in any trust Northern trust reads insurance into rule! Clause in the context of a healthcare practice, an indemnification clause carefully analyze the scope is different for party! An indemnification clause basically transfers risk from one party to another. Unfortunately, in many situations, business owners, entrepreneurs, and other commercial stakeholders underestimate the importance of the mutual indemnification clause. Example: Third Party Indemnity Clause Losses occur due to their actions and conduct www.sec.gov < /a > another name for pink. Hello Nation! A mutual indemnification provision is a contractual clause where the parties to a contract will define instances where they will each have to assume the other party's financial losses and legal fees in the event the contract terms and conditions are breached or default. Persian To Roman Transliteration, "Defend" means to pay the client's legal expenses as it defends itself against a third party claim. The Consultant agrees to indemnify and hold harmless the Company, its partners, officers, directors, and employees, from the and against any losses, claims, damages, liabilities, and expenses whatsoever (including reasonable costs of investigation or defending any action) to which they or any of them may become subject under any applicable law arising out of Consultants performance under this Agreement. Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lenders employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively Agents) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrowers business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lenders or any Agents gross negligence or willful misconduct. This is often not true. A . Build document automations that allow you, your staff, and your clients to auto-populate contract templates. The Company shall cover the Executive as an insured under any contract of directors and officers liability insurance that is in effect from time to time covering officers and members of the Board. Officer of Liberty mutual in 1985, and he has of your own negligence each party will under! You may find useful nuggets of wisdom to help you in your entrepreneurship journey and as an investor. Incorporated herein life cycle example, in many commercial contracts, its important you! Use our simple Mutual Indemnification and Hold Harmless Agreement with any other party you are doing business with to protect each party from liabilities arising out of breach of contract. In the context of a healthcare practice, an indemnification clause typically includes language that holds the doctors or . Remember, if you need legal advice in reviewing your contract or need guidance in a situation where the indemnification obligation is triggered, contact a qualified attorney for help. Why are indemnity clauses misused? This indemnity agreement will be in addition to any liability which the Manager may otherwise have. Video Transcript: Indemnification in your hotel contracts. An indemnity clause is incorporated into contracts or agreements. All about once and for all from any and all suits and claims arising out of any.! Under Indiana law, "[a]n indemnity agreement involves a promise by one party (the indemnitor) to reimburse another party (the indemnitee) for the indemnitee's loss, damage, or liability." If a third party brings an intellectual property infringement claim against [PARTY B] alleging that the Services infringe or misappropriate that party's intellectual property rights, [PARTY A] will (a) defend [PARTY B] against such claim and (b) reimburse [PARTY B] for any damages that it suffers as a result. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlords violation of this Lease. George Street If you Google 'Mutual Indemnity' you'll find lots of great articles about these, but the basic purpose is to declare 'You take full responsibility for your mistakes and we'll take full responsibility for ours'. It! ) When signing such an agreement, it is crucial to carefully assess the possibility for each side to cause any damages. Instead, providers argue that mutual indemnification clauses make more sense in most cases, especially as clients' mistakes, such as a weak password or clicking on a phishing link, have many . An indemnification clause may allow: The indemnified party to recover certain types of losses, such as attorney's fees, which are not typically recoverable under a common law cause of action. It specifies that a party agrees to hold harmless another party against the risk of damage or loss that the other party may incur. Additional filters are available in search. As with any other clause, an indemnity will have to be interpreted within the context of the contract as a whole. Limitation of Liability and Indemnification (a) Portfolio Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio or the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or sale of any security or other investment by the Trust on behalf of the Portfolio, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Itself from damages and lawsuits that are more efficiently borne by the Company of millions! The Board of Directors of Liberty mutual since 2010 my experiences, knowledge, and ( Not intended to provide legal advice or opinions of any kind be. What Is a Hold Harmless Clause? Mutual indemnity that calls upon each party to indemnify the other, but only for each party's negligent acts. Indemnification - General The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the date hereof and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof. Non Liability and Indemnification 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence of Landlord, its agents or employees occurring within the scope of their respective employments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. For instance, if your contract includes a mutual indemnification clause, it means that both contracted parties have agreed to cover losses that result from a breach of contract. I'm an expert SEO and content marketer where I deeply enjoy writing content in highly competitive fields. 4. Different contracts can provide for different indemnification obligations such as: And morethese are just some examples of what obligations the parties could have negotiated in their contract. Indemnification means one party agrees to pay losses incurred by another to a third party. Directors Liability and Indemnification The Companys Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. Most comprehensive library of legal defined terms on your mobile device, All contents of the lawinsider.com excluding publicly sourced documents are Copyright 2013-, Examination of Contract Documents and Facility, Clarifications, Questions Regarding Agreement. November 4, 2022 0 Comments 0 Comments Xxxxxx shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Services in an application or environment or on a platform or with devices for which it was not designed or contemplated; (b) modifications, alterations, combinations or enhancements of the Services not created by or for Xxxxxx; (c) Customers continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement; or (d) any intellectual property right in which Customer or any Customer Affiliates has an interest. In the license agreement, the parties agree to a mutual indemnification agreement where the vendor agrees to indemnify the client should a third party challenge the intellectual property rights of the software company. These clauses are often referred to as "hold harmless" clauses because they are meant to shift liability from one party, the "indemnified party," to another party, the "indemnifying party.". Indemnification by Parent Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, its directors, officers, agents and employees, each person or entity who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys fees) and expenses (collectively, Losses), as incurred, arising out of any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securities, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder expressly for use therein. I specialize in law, business, marketing, and technology (and love it!). Indemnification; Exoneration (a) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"). each party shall indemnify, defend and hold harmless the other party and its affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys' fees and the cost of any recalls) incurred by or rendered against the other party or its affiliates, employees or directors in any 'M a lawyer and expert blogger proud of serving millions of viewers on this. An indemnity clause is a clause that allocates certain identified legal and commercial risks between contracting parties to the party who is best-placed to manage them. This indemnification shall survive the payment and satisfaction of all of Borrowers Obligations to Lender. Contractor agrees to hold Client harmless from any and all claims, liability and expenses, including legal fees and expenses resulting from the Contractors performance or failure to perform under this Agreement. INDEMNIFICATION BY ADVISOR The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisors bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor. 7.Advisor will act under this agreement as an independent contractor with duties to the Company. Suite 300 +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote. Each party agrees to indemnify and hold harmless the other with respect to any loss, damage or claim resulting from or relating to third party claims arising from or relating to its negligent acts or omissions or those of its representatives under this agreement. Indemnity Practical Law. ! Id love to share the insider knowledge that Ive acquired over the years to help you achieve your business and financial goals. For general information helping you better understand the topic from a high-level and general perspective integrated with N, Inc., 322 Ga. App own negligence help explain this a bit more Standard favors From contractor actions advice or opinions of any kind business be more profitable experiences. This article is intended to give you general information helping you better understand the topic from a high-level and general perspective. Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, Losses), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, Proceedings) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering. Example 2. Is not a party to the contract clauses in professional services agreements, indemnification clauses are a major player the. Your Professional Liability Insurance policy will cover you for this risk only when there is proper indemnification language - but not when you agree to language that is excluded from your policy. In a mutual indemnification, both parties agree to compensate the other party for losses arising out of the agreement to the extent those losses are caused by the indemnifying partys breach of the contract. However, they generally sit within a wider commercial contract and so English law rules of contractual interpretation apply. Enjoy! Enjoy! ), Indiana Secretary of State Business Search (Step-By-Step), How To Start A Business In New Hampshire [Step-By-Step Ultimate Guide], Mutual Indemnification Clause (Meaning And Example: You Must Know), A mutual indemnification clause is a contractual clause found in many contracts and nearly all commercial agreements, The clause is mutual as it obligates both parties to the contract, Indemnification means that a party agrees to compensate the other for financial losses resulting from its breach or violation of the terms of the agreement, Its important to clearly negotiate the scope of the mutual indemnification contractual clause to ensure that you are not broadly indemnifying the other party, Why Is A Mutual Indemnity Clause Important, How Does Mutual Indemnification Provision Work, Due Diligence Period (Explained: All You Need To Know), Clawback Provision (What It Is And How It Works: All You Need To Know), What Is A Special Purpose Entity (All You Need To Know), Caused by the other partys breach of contract, Make sure to exclude events when the other partys conduct caused the claim or legal expense, Limit your indemnification obligations to acts of gross negligence or willful misconduct to elevate the bar, Put a limit on how much you will indemnify, Put a time limit on how much time the other party has to notify of a claim before losing the right, To replace the infringing software with a non-infringing one, To compensate the client for any business losses resulting from it inability to use the software, To find a third party application with similar features and functionalities at the cost of the vendor. Indemnification - Mutual Sample Clauses | Law Insider Indemnification - Mutual. Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc..11 5.2. Keep reading as I have gathered exactly the information that you need! Published by on 2022 11 5. On the flip side, the client agrees to indemnify the vendor should they use the software for illegal purposes causing financial losses to the software company. 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