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Contract Clause – Indemnification (Unilateral; Pro-Indemnified Party)1.??Indemnification.????1.1??[Seller/Supplier/Service Provider] Indemnification. [Subject to the terms and conditions set forth in [Section 1.2] [,/ and] [Section 1.3,] [and] [Section 1.4],] [Seller/Supplier/Service Provider/[PARTY NAME]] (as “Indemnifying Party”) shall indemnify, [hold harmless,] and defend [Buyer/Customer/[OTHER PARTY NAME]] and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including [reasonable] attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses”), arising out of or related to any third-party claim alleging:?(a)??breach or non-fulfillment of any provision of this Agreement by Indemnifying Party or Indemnifying Party’s Personnel;?(b)??any negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement;?(c)??any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its Personnel (including any reckless or willful misconduct); or(d)??any failure by Indemnifying Party or its Personnel to comply with any applicable federal, state or local laws, regulations, or codes in the performance of its obligations under this Agreement.????1.2??[Notice of Third-Party Claims. Indemnified Party shall give notice to Indemnifying Party (a “Claim Notice”) within [ten/[NUMBER]] days after obtaining knowledge of any Losses or discovery of facts on which Indemnified Party intends to base a request for indemnification under Section 1.1. Indemnified Party’s failure to provide a Claim Notice to Indemnifying Party under this Section 1.2 does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay [materially] prejudices the defense of the related third-party claim. Indemnifying Party’s duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.]????1.3??[Indemnified Party Control of Defense. Notwithstanding anything to the contrary in this Section 1, Indemnified Party may select its own legal counsel to represent its interests, and Indemnifying Party shall:?(a)??reimburse Indemnified Party for its costs and attorneys’ fees immediately upon request as they are incurred; and?(b)??remain responsible to Indemnified Party for any Losses indemnified under Section 1.1.]????1.4??[Settlement of Indemnified Claims by Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Party of any proposed settlement of a claim that is indemnifiable under Section 1.1. Indemnifying Party may not, without Indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder.] ................
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