When your contract has mutual indemnification language, you are essentially agreeing to cover the other partys financial losses resulting from your actions. +61 2 8310 4319, 8th Floor South This indemnity provision survives the Agreement. Variations in Meaning of Indemnity Reading RG1 8LS I'm a lawyer by trade and an entrepreneur by spirit. An indemnification provision allocates the risk and expense in the event of a breach, default, or misconduct by one of the parties. In a mutual indemnification, both parties agree to . Attorney Tyler Q. Dahl has experience helping business owners with every phase of the business life cycle. An example will help explain this a bit more. It involves shifting risk from one party to anotheressentially as insurance. *clause ScottyMacEsq : The parties covenant and agree to indemnify and hold each other harmless from any liability, loss, damage or expense, including assessable legal fees, arising out of the negligent performance of their respective obligations under this agreement or by anyone for whom they are in law responsible. 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. 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." [1] Despite this relatively simple definition, indemnification provisions in contracts are often referred to as "gotcha" provisions, since a party . 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. For example, if you regularly hire independent contractors, service providers, subcontractors, or third parties to handle certain parts of your business or render services to you, you want to make sure that they cover your financial losses if their work leads to you being found in breach of contract or result in financial loss. A Standard Clause for use in a commercial real estate lease where the tenant and landlord agree to indemnify each other for certain claims arising from the lease. It defines indemnity as, "protection from damage, injury, financial loss or legal liability." Indemnity clauses may include any, or all, of three distinct obligations, including to (1) indemnify, (2) defend, and (3) hold harmless the client. INDEMNIFICATION This clause shifts the risk of loss from one party to another, placing the risk on the party that causes the loss via their negligence. According to Nolo, a mutual indemnification clause is defined as follows: This is a good legal definition of mutual indemnification obligation in a contract as: A mutual indemnity clause is a very important contractual clause and should be reviewed with care. Keep reading as I have gathered exactly the information that you need! THIS MUTUAL RELEASE AND INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this 15th day of July, 2004, by and between Savoy Resources Corp., a Colorado corporation, of 435 Martin Street, Suite #3120, Blaine, Washington, U.S.A., 98230 ("Savoy"), Geoffrey Armstrong ("Armstrong") and Robert The Company agrees to indemnify the Consultant for all of the same issues and provisions described in this paragraph, which results in a mutual indemnification. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the Citys gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. Indemnity Practical Law. Seller agrees to indemnify, defend and hold harmless Purchaser and his insurers, successors, representatives, attorneys and assigns, from and against any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) arising out of or due to (i) a breach of any of the representations, warranties or covenants of Seller contained in this Agreement or (ii) the default in the performance of any of the covenants or agreements made by Seller in this Agreement. George Street MUTUAL INDEMNIFICATION. Director and Officer Liability and Indemnification (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. 5. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway Indemnification Clauses in Commercial Contracts Baker Donelson. When dealing with proprietary content, product, or design, one must be careful not to use someone else's work without the owner's consent. BANK agrees to indemnify and hold BWE harmless from and against all loss or damage, including reasonable attorneys fees, costs and expenses incurred by BWE as a result of any claims related to or arising out of BANKS failure to perform its duties under this Agreement with reasonable care, unless such loss or damage shall arise from the negligent or intentional acts or omissions of BWE. Likewise, Client agrees to hold Contractor harmless from any and all claims resulting from the Clients performance or failure to perform under this Agreement. I specialize in law, business, marketing, and technology (and love it!). Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein. This is better because under a regular indemnity clause risk is assumed for any problems that occur. Most comprehensive library of legal defined terms on your mobile device, All contents of the lawinsider.com excluding publicly sourced documents are Copyright 2013-, Limitation of Liability and Indemnification, Limitations of Liability and Indemnification, Director and Officer Liability and Indemnification, Liability Exculpation and Indemnification. Dealer shall indemnify, defend, and hold harmless Company, its partners, agents and employees, and their respective successors and assigns of, for, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys fees and costs, to the extent resulting from or arising out of (a)any wrongful or negligent act, error, or omission committed by Dealer or its employees, (b)the failure of Dealer to observe and comply with any state or federal law or regulation applicable to the business conducted by Dealer pursuant to this Agreement, and (c)the material breach by Dealer of any of the terms of this Agreement. Because Advisor will be acting on the Company's behalf in this capacity, it is Ardour's practice to receive and give mutual indemnification. 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. Imagine that a software company signs a license agreement with a client. Indemnification provisions can get quite complex. Lets look at an example of mutual indemnification provision to better understand what it means. To better understand how indemnification provisions work, lets look at different aspects of the clause. DISCLAIMER. A mutual indemnification clause, or a reciprocal indemnification clause, is a contractual clause found in contracts where the contracting parties agree to cover one anothers legal expenses in the event of a contractual breach. Indemnity clauses are sometimes also referred to as "indemnities" or "indemnified matters". The SEC, however, reads insurance into the rule. Box 2600, Valley Forge, PA 19482 (Address of Principal Executive Office) Registrant's Telephone Number (610) 669-1000 Imagine that if the client is sued or receives an injunction where a third party is asking it to stop using the software as its infringing, then the software company will have to compensate the client for such losses depending on the contract language and indemnification obligation in the contract. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or in such documents of any successor thereto) regarding indemnification, exculpation and expense advancement in effect as of immediately prior to the Effective Time, and, during such six (6) year period, shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party, except as required by applicable Law. For example, in a sale of goods agreement, the risk that a product injures a third party is . 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. Mutual Indemnification: Each party to the contract agrees to indemnify the other for their respective actions under the contract. 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.
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