Indemnification clause sample

The Company shall indemnify the Executive to the fullest extent that would be permitted by law (including a payment of expenses in advance of final disposition of a proceeding) as in effect at the time of the subject act or omission, or by the Charter or Bylaws of the Company as in effect at such time, or by the terms of any indemnification agreement between the Company and the Executive, whichever affords greatest protection to the Executive, and the Executive shall be entitled to the. What is indemnification sample? The Warrant Agent shall be liable hereunder only for its own gross negligence , willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

Indemnification and Hold Harmless. For the purposes of Clause 7. Supplier shall indemnify and hold harmless SpinCo, from and against any Losses suffered or incurred by SpinCo in connection with any third party claims against SpinCo or its Affiliates, arising from or relating to a breach by Supplier or its Affiliates of this Agreement , provided that such obligation shall be subject to the limitations set forth in Section 14. Business people enter into indemnity agreement samples with other parties to protect themselves against employee lawsuits or claims for damages to goods or vehicles. The most important part of an indemnification clause is that it protects the indemnified party from lawsuits filed by third parties.

The service provider shall indemnify the customer against all actions, claims, losses and expenses in respect of loss or damage to third party property arising from the services supplied by the service provider. Such clauses may allow for mutual indemnification, wherein both parties will compensate the other if losses occur due to one party’s negligence, as well as one-way indemnification, wherein only one party will be indemnified from negligence. An indemnification clause may include any, or all, of three distinct obligations, including to (1) indemnify, (2) defen and (3) hold harmless the client. This Risk Note addresses the indemnification clause while another risk note addresses insurance clauses and sample wordings.

An indemnity agreement is a contract where those involved agree that the other be ‘held harmless’ for losses or damages, or where the parties agree that the other is legally exempt from losses or damages incurred. There are three types of indemnity clauses and levels that can be focused and catered by an indemnity agreement contract form. This includes a limited indemnity clause , intermediate indemnity, and a broad indemnity.

A well-crafted indemnification clause is fair to all parties involved. It must address only reasonable and justifiable business risks and concerns. Sample indemnification clause. Here is a short sample of an indemnification clause between a distributor and a supplier. A sample of MA negotiations: the indemnification clause.

A consulting agreement indemnification clause is an important concept to be aware of if you own a business and find yourself entering into a contract with a consultant. In fact, most large companies require an indemnification clause in the consulting contract to ensure that it will be protected from liability in the event of a legal suit due to insufficiencies in the consultant’s work or potential legal issues arising from the work conducted by the consultant. BYLAWS INDEMNIFICATION PROVISIONS. Software indemnity broadly refers to legal protection provided through contractual means that allows one party to insure or protect the other party against loss. The purpose of an indemnity clause is to provide some protection to the other party.

The indemnity clause provides a mechanism for compensation in the event of losses incurred while fulfilling a contract. In a simple example of how this type of clause might work, a company could hire an independent contractor to perform work. An indemnity clause is a contractual transfer of risk between two contractual parties generally to prevent loss or compensate for a loss which may occur as a result of a specified event. A Type indemnity clause is the broadest form of indemnification. The Promisor promises to indemnify the Promisee against the negligence of all parties, including third parties, even if the third party is solely at fault.

In most states, broad form indemnity provisions are invalid in construction contracts. This agreement shall be unlimited as to amount or duration, and it shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal agents and representatives. These provisions require one party to assume responsibility for third party claims made against the other party, and they’re very commonly used in construction contracts.

In fact, indemnification clauses are a major player in the ever-waging war over managing risk. In such case, the indemnity clause (or hold harmless agreement ) would permit the newspaper to seek reimbursement from the advertiser for any costs and expenses it incurs as a result of a claim or lawsuit brought by the celebrity endorser. The compensation settlement clause can also be written in indemnity agreements for any possible damage or loss.

Software indemnity refers generally to provisions placed in a contract agreement regarding contractual software rights that insure one party by the other against loss. Legally defined as, “to make reimbursement to one of a loss already incurred by him,” an indemnity clause states that one party agrees to “indemnify the other party,” or absorb the losses caused by the other party. A sample indemnity clause might state: The Board of Directors, officers, employees and agents of the Corporation will be indemnified and held harmless by the Corporation and its shareholders against any claim.