Indemnities and Liability Sample Clauses
The "Indemnities and Liability" clause defines the responsibilities of each party regarding losses, damages, or claims that may arise during the course of the agreement. Typically, it outlines which party must compensate the other for specific types of harm, such as third-party claims, breaches of contract, or negligence, and may set limits on the amount or types of liability. This clause serves to allocate risk between the parties, ensuring that each understands their potential exposure and providing a mechanism for financial protection in the event of disputes or unforeseen events.
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Indemnities and Liability. 13.1 Charity Partner shall fully indemnify and keep TRP fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by TRP in consequence or arising out of: any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement; and/or the exercise by Charity Partner of any of the Rights except as set out in this Agreement or the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 shall not apply to the indemnity in this Clause 13.1.
13.2 Save as set out in Clause 13.3 TRP shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect; including without limitation loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP has been advised of the possibility of such damages or losses.
13.3 TRP’s total liability arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the Fee.
13.4 Charity Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents or subcontractors caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part.
13.5 TRP shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by TRP in cleared funds in accordance with this Agreement as at the date such action and/or claim arises.
Indemnities and Liability.
14.1 Subject to Clause 14.3, Charity Partner shall fully indemnify and keep TRP fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by TRP in consequence or arising out of:
14.1.1 any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement;
14.1.2 the exercise by Charity Partner of any of the Rights except as set out in this Agreement; or
14.1.3 the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners.
14.2 Nothing in this Agreement shall exclude or restrict Charity Partner’s liability under Clause
Indemnities and Liability. This Part records who is responsible if this Agreement is not observed or things otherwise go wrong. The aim is to allocate risk and responsibility.
Indemnities and Liability. (a) Cross Indemnity - HealthGate and the Publishers each agree to indemnify, defend and hold harmless the other from any and all claims, actions, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of or relating to the death or bodily injury of any agent, employee, customer, business invitee or business visitor of the indemnitor, or arising out of or relating to loss of or damage to tangible real or tangible personal property, to the extent that such claim, action, liability, loss, damage, cost or expense was proximately caused by the indemnifying party's tortious act or omission, or by those of its agents or employees.
(b) Patent Indemnity - HealthGate and the Publishers each agree to indemnify, defend and hold harmless the other from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of any claims of infringement of any patent, or a trade secret, or any copyright, trademark, service ▇▇▇▇, trade name or similar proprietary rights conferred by contract or by common law or by any law of any applicable jurisdiction alleged to have occurred because of the system including but not limited to hardware, software, and data provided by the indemnitor under this Agreement.
(c) Indemnification Procedures - With respect to third-party claims subject to the indemnities set forth in this Clause 28, the indemnitee shall notify the indemnitor promptly of any matters in respect of which the foregoing indemnity may apply and of which the indemnitee has knowledge and shall give the indemnitor full opportunity to control the response thereto and the defense thereof; including, without limitation, any agreement relating to the settlement thereof; provided that the indemnitee shall have the right to approve any settlement or any decision not to defend. The indemnitee's failure to promptly give notice shall affect the indemnitor's obligation to indemnify the indemnitee only to the extent that the indemnitor's rights are materially prejudiced thereby. The indemnitee may participate, at its own expense, in any defense and any settlement directly or through counsel of its choice. If the indemnitor elects not to defend, the indemnitee shall have the right to defend or settle the claim as it may deem appropriate, at the cost and expense of the indemnitor, which shall promptly reimburse the indemnitee for all such costs, expenses and settlem...
Indemnities and Liability.
18.1 You must indemnify and keep indemnified the Department, the Crown in right of the State of New South Wales and their officers, employees and agents from and against any loss (including legal costs and expenses on a solicitor/own client basis) or liability incurred or suffered by, or made against, any of those indemnified arising directly or indirectly from any Claim by any person as a result of or in connection with:
(a) the Grant or the use of any outcomes from the Project;
(b) Your breach of this Agreement;
(c) any unlawful or negligent act or omission by You or Your subcontractors in connection with this Agreement;
(d) any illness, injury or death of any person caused or contributed to by You or Your subcontractors in connection with this Agreement;
(e) any loss or damage to real or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; or
(f) any act or omission by You or Your subcontractors in connection with this Agreement that is in infringement of any Intellectual Property, or privacy rights of the Department or any third party.
18.2 Your liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent or unlawful act or omission by the Department, its officers, employees or agents contributed to the relevant loss or liability.
18.3 No party will be liable to the other party under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for Consequential Loss.
18.4 Your liability to indemnify the Department under this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation of the common law, statute or the other terms of this Agreement.
18.5 Without limiting any other provision of this Agreement, the Department will not be liable to your under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for any Claim by you arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreement
Indemnities and Liability. 8.1 If, and to the extent, any act or omission of Supplier or its employees, servants, subcontractors, agents, or representatives or others it is responsible for in law, causes or results in (i) damage to or destruction of property of BGIS or third-parties (including Clients), and/or (ii) death or injury to persons including employees of BGIS or third-parties (including Clients), and/or (iii) any claim for infringement of intellectual property rights, and/or
Indemnities and Liability. 31.1 Provider Indemnity
(a) death or personal injury caused by its negligence or that of its employees, agents or sub-contractors (as applicable);
(b) breach of statutory duty;
(c) third party actions, claims or demands brought against the Department as a direct consequence of the Provider’s breach of this Agreement;
(d) fraud or fraudulent misrepresentation by it, its employees, agents or sub-contractors (as applicable);
(e) loss of or damage to property; to the extent which the same may arise out of, or in consequence of:
(f) the performance or non-performance by the Provider of its obligations under this Agreement; and
(g) In all other respects, any negligent act, default or breach of statutory duty in connection with the performance or non- performance by the Provider of its obligations under this Agreement.
Indemnities and Liability. 8.1. If, and to the extent, any act or omission of Supplier or its employees, servants, subcontractors, agents, or representatives or others it is responsible for in law, causes or results in (i) damage to or destruction of property of BGIS or third-parties (including Clients), and/or (ii) death or injury to persons including employees of BGIS or third-parties (including Clients), and/or (iii) any claim for infringement of intellectual property rights, and/or (iv) any claim for breach of any confidentiality provisions or unauthorized release of confidential information, Supplier agrees to indemnify, defend and hold harmless BGIS and it partners and affiliates and Clients and their respective officers, directors, employees, agents, successors and assigns (collectively, “Indemnified Parties”) from and against any and all claims, actions, damages, demands, liabilities, costs and expenses, including reasonable lawyers’ fees and expenses and costs of litigation (“Losses”) BGIS or any other Indemnified Party incurs as a result of, in connection with, or arising therefrom. Supplier shall pay or reimburse BGIS or any other Indemnified Party promptly for all Losses. The provisions of this section shall survive the expiration or termination of this Agreement.
8.2. Except for breaches of confidentiality or intellectual property infringement by Supplier, neither Party shall have any liability to the other Party for any indirect, special, incidental, exemplary or punitive damages or economic consequential damages (including loss of profits or savings) whether in contract (including fundamental breach), tort (including negligence or strict liability) or other legal or equitable theory, resulting from or arising in connection with any breach of this Agreement by it, even if advised in advance of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose provided, however, t h a t any claim by a third party against a Party shall be considered direct damages of such Party. The provisions of this section shall survive the expiration or termination of this Agreement.
8.3. Supplier shall indemnify and hold BGIS, its partners and each of their respective officers, directors and employees (collectively, “BGIS Indemnified Parties”) harmless from any and all claims and losses of any kind whatsoever (including, without limitation, fines and penalties) suffered by or imposed upon any Indemnified Party due to, as a result o...
Indemnities and Liability. 4.1 The Customer agrees to INDEMNIFY AND HOLD HARMLESS Sterling against:
(a) any loss, damage, injury or death to any person (including the Operator) arising out of or in connection with the act, omission or negligence or otherwise of the Customer, the Customer’s employees, servants and agents or any other third party present at the Site whilst Sterling performs the Services at the Site (including, without limitation, any drawings or Site conditions provided to Sterling);
(b) any loss or damage of any kind whatsoever caused to the Customer, the Crane and Equipment or to the property of the Customer unless such loss or damage was caused by the sole negligence of Sterling; and
(c) notwithstanding clause 4.1(a) above, any consequential loss or damage sustained by the Customer or any other person howsoever caused.
4.2 The Customer agrees to assist and co-operate with ▇▇▇▇▇▇▇▇ in relation to ▇▇▇▇▇▇▇▇ exercising any and all of its rights in respect to the Crane and Equipment, including without limitation Sterling instituting, carrying on and enforcing, compromising or completing any legal proceedings which ▇▇▇▇▇▇▇▇ thinks desirable to protect its rights in respect of the Plant and Equipment.
4.3 IN NO EVENT, ▇▇▇▇ ▇▇▇▇▇▇▇▇ BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER ECONOMIC LOSS, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER. IN NO EVENT SHALL STERLING BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE VALUE OF THE WORK, GOODS OR SERVICES PURCHASED HEREUNDER WITH RESPECT TO WHICH SUCH LIABILITY IS CLAIMED.
Indemnities and Liability. 14 SECTION 9.01 INDEMNITIES. . . . . . . . . . . . . . . . . . . . . 14 SECTION 9.02