Liability and Indemnity Clause Samples

Liability and Indemnity a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for: i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors, ii. fraud or fraudulent misrepresentation; or iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or iv. any other liability which cannot be lawfully excluded or limited. b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses. c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions. d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing. e) IAL does not represent any compa...

Liability and Indemnity. IUCN shall not be held liable for any damage caused or sustained by the Consultant, including any damage caused to its employees and / or third parties as a consequence of or during the provision of the Services or the implementation of the Present Agreement.

Liability and Indemnity. 7.1 Nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by our negligence; any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; fraud; or any other liability which cannot be excluded or limited under applicable law. 7.2 This clause 7 applies in addition to any limitation of liability specific to a particular service as set out in Schedules 1 and 2. 7.3 Except as expressly and specifically provided in this Agreement: 7.3.1 you assume sole responsibility for results obtained from the use of the Services and any Software, and for conclusions drawn from such use. We shall have no liability to you or any third parties for any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Services and/or any Software, or any actions taken by us at your direction; 7.3.2 the Services and Software are provided to you on an "as is" basis and except as set out herein all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. 7.4 Subject to clause 7.1, we shall have no liability to you or any third parties for: 7.4.1 any loss of profits; loss of anticipated savings; loss of business opportunity or loss of goodwill or wasted management time which you may suffer, whether they arise directly or indirectly or are immediate or consequential and whether they arise in contract, tort (including negligence) or otherwise; or 7.4.2 any indirect or consequential loss or special damage (even though we were aware of the circumstances in which such special damage could arise); or 7.4.3 any and all problems, delays, delivery failures and all other loss or damage or costs or expenses incurred by you arising from or caused by your System; your equipment; your network; your failure to maintain internet connectivity or any breach of your obligations under this Agreement; or 7.4.4 any loss of, or damage to, your System caused by any third party (except those third parties subcontracted by Us to perform any of the Services). 7.5 In the event that you suffer loss of or damage to your Data, incur any fines from a regulatory body or incur any claim from a third party as a result of our breach of this Agreement or the negligence of our personnel, our total liability to you for loss of or damage shall b...

Liability and Indemnity. Without prejudice to any other terms of this Agreement, relating to the limitation of liability and provision of indemnities, the following clauses shall apply to our Electronic Services.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.

Liability and Indemnity. 17.1 Neither Party may limit its liability for personal injury or death caused by negligence, fraud or fraudulent representation. 17.2 Subject to clause 17.1, the Authority does not accept any liability to the Grantee or to any third Party for any costs, claims, damage or losses however they are incurred. 17.3 The Grantee agrees to indemnify the Authority for any costs, claims, damage or losses which arise as a result of negligence by the Grantee or out of any breach by the Grantee of any terms of this Grant Contract.

Liability and Indemnity. You agree that we shall not be liable for any default of any counterparty, bank, custodian or other entity which holds money on your behalf or with or through whom transactions are conducted. The Company will not be liable for loss suffered by you in connection to your funds held by us, unless such loss directly arises from our gross negligence, willful default or fraud.

Liability and Indemnity. 8.1 Buyer will indemnify in full and on demand Seller against all liabilities, damages, losses (including economic loss such as loss of profit, loss of future revenue, loss of reputation and/or goodwill and loss of anticipated savings), costs and expenses (including reasonable legal (on a full indemnity basis) and other professional advisers‘ fees), suffered or incurred by Seller and/ or its affiliates arising out of or in connection with: 8.1.1 any acts or omissions of Buyer in connection with the use or application of the Goods and/or Services or otherwise; 8.1.2 any injury, disease or death of persons or damage to property or the environment arising out of or in connection with (i) the loading, unloading, storage, handling, purchase, use, sale or disposal of the Goods or (ii) any failure to disseminate site health and safety information; 8.1.3 Buyer’s violation of its obligations under Condition 9; and 8.1.4 any infringement by Buyer of Seller’s IPR (as defined in Condition 11.1). 8.2 Subject to Condition 8.4, Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, shall be limited to 125% of the Price of the Goods giving rise to the claim. 8.3 Subject to Condition 8.4, Seller shall not be liable to Buyer (whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise) for any:

Liability and Indemnity. 1. The Transfer Agent shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent h...