INDEMNIFICATION
Other Names: Hold Harmless • Indemnity
Sample Clause Language:
Each Party (an “Indemnifying Party”) shall at all times indemnify, defend and hold harmless the other Party, its partners and all affiliated companies thereof and their respective officers, directors, partners, shareholders, employees, agents and representatives (each, an “Indemnified Party”) from and against any claim, demand, liability[, losses, damages, deficiencies, actions, settlements, interest, awards, penalties, fines,] or judgment, including reasonable attorneys’ fees and court costs (“Claims”) arising out of the breach of any representation, warranty or other obligation or provision of this Agreement. [The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees.]
The Indemnified Party will give the Indemnifying Party prompt notice of any claim or litigation to which indemnity may apply. Failure to give such prompt notice will relieve the Indemnifying Party of its indemnification obligations to the extent that such failure has prejudiced the Indemnifying Party’s defense of such claim or litigation. The Indemnifying Party shall have the right to assume and fully control the defense of any or all claims or litigation to which its indemnity applies. The Indemnified Party will cooperate fully (at the cost of the Indemnifying Party) with the Indemnifying Party in such defense and in the settlement of such claim or litigation. [The maximum amount of Claims against which the Indemnified Party shall be entitled to be indemnified pursuant to this Section shall in no event exceed $AMOUNT (the “Indemnity Cap”). The Indemnity Cap shall not apply to any fraudulent misrepresentation or the intentional and willful breach of this Agreement by a Party.]
Source: Based on Allied Esports Entertainment, Inc. (2019, August 15). Form 8-K. Retrieved from SEC EDGAR website http://www.sec.gov/edgar.shtml
Description:
Indemnification clauses require one party to protect another party from losses, damages, liabilities, or other costs that may incur in connection with the agreement. The sample clause here is drafted to be neutral and applies mutually. Each party will indemnify the other party for liabilities and losses related to a breach of the agreement.
Common Contracts with this Clause:
- Service Agreements
- Consulting Agreements
- Purchase and Sale Agreements
- Vendor Agreements
- Distribution Agreements
- Credit/Loan Agreements
- Merger Agreements
- Licensing Agreements
What you'll see with Lawgood:
Four (4) Alternative Positions
- Favorable to Indemnifying Party
- Neutral (Equal, Short-Form)
- Neutral (Unequal, Long-Form)
- Favorable to Indemnified Party
Draft better contracts with Lawgood.