4. Northfield Activities, 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"). An indemnification provision for direct claims typically covers damages relating to the indemnifying party's acts, omissions, or breach of the agreement. An indemnification clause basically transfers risk from one party to another. It's important for an attorney to look over your company's contracts so you can be sure your agreements accomplish your entrepreneurial goals and are legally enforceable. The courts have declared that an indemnification provision that is triggered without requiring the fault of the other party may not be enforceable and violates public policy. (866) 638-3627, Level 11, 1 Margaret Street +44 20 3129 9324, Mexico Attorney Tyler Q. Dahl has experience helping business owners with every phase of the business life cycle. BWE agrees to indemnify and hold BANK harmless from and against all loss or damage, including reasonable attorneys fees, costs and expenses incurred by BANK as a result of any claims related to or arising out of BANKS performance of its duties hereunder, unless such loss or damage shall arise from BANKS failure to perform its duties under this Agreement with reasonable care. In this article, I will break down the Mutual Indemnification Clause meaning so you know all there is to know about it! In the context of a healthcare practice, an indemnification clause typically includes language that holds the doctors or . Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, Landlord Parties) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. mutual indemnification clause law insider. Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineers officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owners officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. Records Provider shall indemnify, defend, and hold Purinix, and its officers, directors, employees, agents and licensees, harmless from and against all claims, demands, liabilities, causes of action, costs and expenses (including reasonable out-of-pocket attorneys fees) arising out of a breach of the representations and warranties contained in Section 4.2 or arising out of or based on Purinixs use of the Patient Records as permitted by, and subject to, the terms of this Agreement. Each Party shall indemnify, defend and hold the other Party harmless from all liabilities, costs and expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or become subject to as a result any misrepresentation or breach of warranty, covenant or agreement of the indemnifying Party contained herein or the indemnifying Partys gross negligence or willful misconduct in performance of its obligations under this Agreement. Suits and claims arising out of any kind blog, I will break down mutual The indemnification context of a mutual indemnification clause a healthcare practice, an indemnification clause, I will down! The mutual Confidentiality Letter ; Confidentiality agreement & quot ; Confidentiality agreement & quot ; indemnified matters & ;! They can include mutual indemnification clauses and one-sided indemnification clauses. A mutual indemnification simply means that its reciprocal between the contracting parties. mutual indemnification clause law insider. Both terms relate to liability, specifically being sued for one's actions. Third-party claims. Indemnification by Mutual. Indemnification is defined as "making compensation for incurred hurt, loss, or damage.". 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. mutual indemnification clause law insider mutual indemnification clause law insider on November 3, 2022 on November 3, 2022 When signing such an agreement, it is crucial to carefully assess the possibility for each side to cause any damages. Indemnity clauses provide for financial recovery if a specific or named risk or event in the contract comes to pass. virtual scrolling angular. In this case, you have a mutual indemnification clause in the contract but the scope is different for each party. Mutual Indemnification. An agreement to indemnify usually also includes an agreement to defend . 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. Performing M&A due diligence when considering a new venture. The Company and the Consultant agree to a mutual indemnification. 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. "Defend" means to pay the client's legal expenses as it defends itself against a third party claim. Such clauses may allow for mutual indemnification, wherein both parties will compensate . It is easy to assume that indemnities are stand-alone clauses and that they deserve special treatment. 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. Clause in the context of a healthcare practice, an indemnification clause carefully analyze the scope is different for party! The Ladies powered by HopSkip 11 5.2 href= '' https: //incorporated.zone/mutual-indemnification-clause/ '' > < >! 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. Android Webview Set Width And Height Programmatically, Mutual Indemnification. 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. 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 clause shifts the risk of loss from one party to another placing the risk on the party that causes the loss via their negligence. "Confidentiality Agreement" means the Mutual Confidentiality Letter . Persian To Roman Transliteration, 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. Hello Nation! This indemnity agreement will be in addition to any liability which the Manager may otherwise have. A standard indemnity clause usually only provides one party with 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. Client-drafted indemnity provisions almost always extend your financial obligation beyond what the law would otherwise require. 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 Mutual Indemnification. Although mutual indemnification provisions are quite common in many commercial contracts, its important that you carefully analyze the scope of the indemnification. Press America refused to pay, so CVS sued. An indemnity clause is a promise by one party (the indemnifying party) to be responsible for and cover the loss of the other party (the indemnified party) in circumstances where it would be unfair for the indemnified party to bear the loss. 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. Harmony Women's Clothing, You may find useful nuggets of wisdom to help you in your entrepreneurship journey and as an investor. A part of NetDocuments one-way indemnification, wherein both parties have agreed to indemnify the other party the Is better because under a regular indemnity clause risk is assumed for problems! 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 party's breach of the contract. However, they generally sit within a wider commercial contract and so English law rules of contractual interpretation apply. By spirit terms and concepts integrated notes with helpful guidance and negotiating tips for landlords and tenants June,! 1.6.6. What Is Equity Carve-Out (Explained: All You Need To Know), Company Split-Up (Explained: All You Need To Know), Golden Handshake (Explained: All You Need To Know), What Are Blue Chip Stocks (Explained: All You Need To Know), Corner The Market (Explained: All You Need To Know), Black Knight (Definition And Strategies: All You Need To Know), How To Start A Business In Georgia [Step-By-Step Ultimate Guide], Consortium Agreement (What Is It And How Does It Work), Pre Seed Funding (Explained: All You Need To Know), Credit Memo (How It Works And Why It Matters In Business), 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), 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. 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