Indemnification and Limitation of Liabilities Clause Samples

The "Indemnification and Limitation of Liabilities" clause defines the responsibilities of each party to compensate the other for certain losses or damages, while also setting boundaries on the amount or types of liability each party may face. Typically, this clause requires one party to cover costs arising from specific claims, such as third-party lawsuits or breaches of contract, and may cap the total damages recoverable or exclude liability for indirect losses. Its core function is to allocate risk between the parties, ensuring that neither side bears unlimited exposure and that potential liabilities are clearly understood and managed.
Indemnification and Limitation of Liabilities. Except in cases of criminal intent or wilful misconduct; 17.1 Both parties hereby agree that neither party shall hold the other party liable, whether under this Agreement or otherwise, for any indirect or consequential loss or damages, loss of production or loss of profits or interest costs, provided that this exclusion does not apply to any obligation under this Agreement to pay penalties or damages to the other party for Services not provided in terms of this Agreement; 17.2 Subject only to the limitations set forth in this clause, a Party who breaches any of its duties under this Agreement or any Service Annexure shall be liable to the other party for direct damages actually incurred by the other party as a result of such breach provided that for any claim or number of claims, each Party's aggregate liability shall be limited to the annual contract value of the Services provided under this Agreement. Direct damages shall include the following and neither party shall assert that they are consequential, indirect or special damages to the extent they result from a Party's failure to fulfill its duties in accordance with this Agreement: 17.2.1 costs to recreate or reload any of Drakenstein's lost or damaged information utilising the latest available back-up data; 17.2.2 costs to implement a workaround in respect of a failure to provide the Services, including salaries of employees for overtime worked; 17.2.3 costs to replace lost or damaged equipment, hardware, software or other materials; 17.2.4 costs and expenses incurred to correct errors in hardware or software maintenance and enhancements or modifications, if any, provided as part of the Services; 17.2.5 costs and expenses incurred to procure the Services from an alternate source. 17.3 The Service Provider hereby indemnifies and shall hold harmless Drakenstein: 17.3.1 Against all third party claims of infringement of trademarks, industrial design, use of confidential information, or intellectual copy or patent rights, arising out, or in connection with the Services or any misappropriation by the Service Provider or any of its sub-contractors; 17.3.2 Unless otherwise expressly stated herein, the Service Provider shall be solely responsible for, and shall indemnify Drakenstein against all sub- contractor claims for costs, losses and expenses of the Service Provider necessary to meet the Service Provider's duties arising under this Agreement and the Service Annexures; 17.4 Each Party shall have a duty to ...
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Indemnification and Limitation of Liabilities. 12.1 Indemnification 12.2 Limitations on Liability 12.3 Insurance ARTICLE 13 -- SUCCESSORS AND ASSIGNS
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Indemnification and Limitation of Liabilities. Indemnification. Within thirty (30) days after CNNIC has made a request pursuant to this Article, Registrar shall, at its own expense, indemnify, protect and hold harmless CNNIC and its employees, directors, officers, representatives, agents or affiliates from and against all claims, suits, actions or other legal proceedings against CNNIC or any related parties above, which are based on or due to any of the following claims or alleged claims: (i) claims or alleged claims relating to any products or service of Registrar; (ii) claims or alleged claims relating to the agreement between Registrar and registered domain name holders, including the dispute resolution policy of Registrar; or (iii) claims or alleged claims relating to the domain name registration business of Registrar, including without limitation to advertisements, domain name application procedures, systems and other programs, charged fees, billing practices and customer services of Registrar, provided that: (a) CNNIC shall immediately give the claim notice (if any) to Registrar; (b) after Registrar has received the written notice, CNNIC shall provide Registrar with all necessary information and reasonable support to defend against such claims, under the precondition that Registrar will indemnify CNNIC for all reasonable costs actually incurred. Representations and warranties. Registrar hereby represents and warrants that: (i) it has been duly incorporated and is validly existing as a corporation or company under the laws of the jurisdiction of its incorporation and is in good standing; (ii) it has necessary corporate power and authority to sign, deliver this Agreement and perform all obligations hereunder; (iii) the signing, performance and delivery of this Agreement has been duly authorized by Registrar; (iv) it has been and will be legally accredited by ICANN or its successor; (v) it will obtain all necessary approvals or authorization of relevant governmental agencies or competent departments before entering into this Agreement. Limitation of liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL A PARTY'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID TO CNNIC UNDER THE TERMS OF THIS AGREEME...
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Indemnification and Limitation of Liabilities. .1. The Licensor shall deliver the Software to the User in an appropriate medium at its discretion, either in the form of a digital download or by way of a tangible storage device. The installation of the Software shall be done by the User. Unless otherwise expressly agreed upon between the Parties, the Licensor provides no dedicated technical support for the installation and Use of the Software apart from any user manuals and technical specifications which may have been provided along with the Software. .2. The Software is provided "as is" without warranty of any kind, either express or implied, including, but not limited to, third parties' property rights, viability, accuracy, absence of errors or defects, merchantability and fitness for a particular purpose. The entire risk as to the Use, quality and performance of the Software is with the User. Should the Software prove defective, the Licensor shall not be required to assume the cost of any necessary repair. The Licensor will not be liable for any incidental, consequential, direct or indirect damages including but not limited to the loss of data, lost profits, or any other financial loss arising from the Use, or inability to
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Indemnification and Limitation of Liabilities. 25 19. SETTLEMENT OF DISPUTES 26 20. FORCE MAJEURE 28 21. TERMINATION AND SUSPENSION 29 22. CONFIDENTIALITY 32 23. OPERATOR AN INDEPENDENT CONTRACTOR 33 24. SUBSTITUTED ENTITY OR DIRECT AGREEMENT 33 25. NOTICES 34 26. LANGUAGE 34 27. VALIDITY AND WAIVERS 34 28. AMENDMENTS 34 29. ENTIRE AGREEMENT 35 30. ASSIGNMENT 35 31. EXPENSES 36 32. FURTHER ACTS AND ASSURANCE 36 33. CONFLICTS OF INTEREST; COMMISION PAYMENTS 36 34. NO PARTNERSHIP 36 35. GOVERNING LAW 36 SCHEDULE 1 37 SCHEDULE 2 38 SCHEDULE 3 39 SCHEDULE 4 43 SCHEDULE 5 45 SCHEDULE 6 46
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Indemnification and Limitation of Liabilities. 18.1. Employee and Third Party Liability
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Indemnification and Limitation of Liabilities 
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Indemnification and Limitation of Liabilities 
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Related to Indemnification and Limitation of Liabilities

  • Indemnification and Limitation of Liability (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

  • Indemnification Limitation of Liability This Section 10 shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

  • Compensation and Limitation of Liability 15 Section 1.

  • INDEMNITIES AND LIMITATION OF LIABILITY 16.1. In addition to the indemnification provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian and its affiliates providing services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 15 shall survive termination of this Agreement. 16.2. In all cases, Custodian’s liability under this Agreement shall be limited to the resulting direct loss, if any, incurred by Principal. Under no circumstances shall Custodian be liable for any incidental, consequential, indirect, punitive, or special damage which Principal may incur or suffer in connection with this Agreement.