SUBSTANTIVE TERMS AND CONDITIONS Clause Samples
The 'Substantive Terms and Conditions' clause defines the key rights, obligations, and responsibilities of the parties involved in an agreement. It typically outlines the main provisions such as payment terms, delivery requirements, performance standards, and any specific duties each party must fulfill. By clearly setting out these essential elements, this clause ensures that both parties understand their core commitments and helps prevent misunderstandings or disputes regarding the fundamental aspects of the contract.
SUBSTANTIVE TERMS AND CONDITIONS. 1. To the fullest extent allowed by law, the Members each agree to defend, indemnify, and/or hold harmless the other Members (and their respective directors, officers and employees) from any claim arising from their actual or alleged negligent, reckless, or intentional act, error, or omission in the performance or nonperformance of their express or implied duties or obligations imposed by a Contract or governing law or regulation that has (a) actually or allegedly caused harm, damage or injury to a third party, or (b) actually caused harm, damage or injury to the real, personal, intellectual, or financial property or interests of another Member. Upon the acceptance of a tender of defense under this provision, the indemnifying Member shall have a right to appoint counsel, manage the defense of the claim, and determine the extent to which a claim should be settled, all such decisions to be conducted within the indemnifying Member’s sound discretion.
2. Each Member shall affirmatively undertake reasonable or necessary efforts to transfer the risks encompassed by this Master Agreement, and these indemnity obligations, to third parties, including vendors, agents, contractors, or subcontractors (“Agents”) of a Member who may have direct or vicarious liability for the acts or omissions of its Agents who have actually or allegedly caused an injury producing event or claim. All Members shall also proactively seek to minimize risks in advance of a claim or loss, and to proactively engage in all reasonable or necessary steps after a claim occurs to minimize or reduce defense and/or indemnity exposures.
3. Should a claimant allege that two or more Members were at fault for causing harm, damage or injury included within the defense and indemnity provisions above, in the absence of an irreconcilable and non- waivable conflict of interest, the Members (for themselves and their respective directors, officers, and employees) agree to be jointly represented by a single defense counsel, with all defense fees and costs equally allocated between the Members. If an irreconcilable and non-waivable conflict of interest exists, each Member Agency shall be responsible for its own attorneys’ fees, costs, and expenses. Whether through settlement or judgment, each Member shall be solely and separately responsible for any apportioned damages arising from its negligent, reckless, or intentional act.
4. If one or more Members named in a claim are covered by a relevant NBSIA coverage prog...