Indemnification Clause Example with 6 Variations from Business Contracts

Indemnification. Subject to the terms and conditions of this Agreement, Distributor shall indemnify, hold harmless, and defend SBA Seller and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fee...s fees, and the costs of enforcing any right to indemnification under this Agreement, Agreement and the cost of pursuing any insurance providers providers, relating to any claim of a third party or SBA Seller arising out of or occurring in connection with: (a) (i) Distributor's modification, use or distribution of the Seller's Goods not in strict accordance with this Agreement; (ii) any misrepresentation or any breach of any warranty, covenant or agreement on the part of Distributor; or (iii) any third party claim or action against Seller for injuries or damage to persons or property caused or claimed to have been caused by the negligent acts or omissions as of Distributor personnel while in the course of the Goods, including negligence, willful misconduct or breach of this Agreement; (b) Distributor's advertising or representations that warrant performance of Goods beyond that provided by SBA's written warranty or based upon Distributor's business or trade practices; (c) any failure by Distributor or its personnel to comply with any applicable laws; or (d) allegations that Distributor breached its agreement with a third party as a result of or in connection with entering into, performing work under or terminating this Agreement. View More

Indemnification. Subject to the terms and conditions of this Agreement, Distributor shall indemnify, hold harmless, and defend SBA and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and t...he costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers relating to any claim of a third party or SBA arising out of or occurring in connection with: (a) Distributor's acts or omissions as Distributor of the Goods, including negligence, willful misconduct or breach of this Agreement; (b) Distributor's advertising or representations that warrant performance of Goods beyond that provided by SBA's written warranty or based upon Distributor's business or trade practices; (c) any failure by Distributor or its personnel to comply with any applicable laws; or (d) allegations that Distributor breached its agreement with a third party as a result of or in connection with entering into, performing under or terminating this Agreement. Slinger Bag Americas inc_Globeride IncDistribution AgreementFebruary 20, 20208 13. Limitation of Liability. IN NO EVENT SHALL SBA OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO DISTRIBUTOR OR A1"\/Y THIRD PARTY FOR CONS/EQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT,REGARDLESS OF{A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SBA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL SBA'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUD ING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SBA UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF THE DISTRIBUTOR'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. View More

Indemnification. Subject to the terms and conditions of this Agreement, Distributor shall indemnify, hold harmless, and defend SBA and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and t...he costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers relating to any claim of a third party or SBA arising out of or occurring in connection with: (a) Distributor's acts or omissions as Distributor of the Goods, including negligence, willful misconduct or breach of this Agreement; (b) Distributor's advertising or representations that warrant performance of Goods beyond that provided by SBA's written warranty or based upon Distributor's business or trade practices; (c) any failure by Distributor or its personnel to comply with any applicable laws; or (d) allegations that Distributor breached its agreement with a third party as a result of or in connection with entering into, performing under or terminating this Agreement. Slinger Bag Americas Inc – Planet SportDistribution AgreementAugust 20208 12. Limitation of Liability. IN NO EVENT SHALL SBA OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO DISTRIBUTOR OR ANY THIRD PARTY FOR CONS/EQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SBA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL SBA'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SBA UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF THE DISTRIBUTOR'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. View More

Indemnification. 17.1 Indemnification. Subject to the terms and conditions of this Agreement, Distributor shall indemnify, hold harmless, and defend SBA Seller and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, liabilities , deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever ...kind, including attorneys' fees, fees fees, and the costs of enforcing any right to indemnification under this Agreement, Agreement and the cost of pursuing any insurance providers providers, relating to any claim of a third party or SBA Seller arising out of or occurring in connection with: (a) Distributor's acts or omissions as Distributor of the Goods, including negligence, willful misconduct or breach of this Agreement; (b) Distributor's advertising or representations that warrant performance of Goods beyond that provided by SBA's Seller's written warranty or based upon Distributor's business or trade practices; (c) Customer's breach of the Customer Contract; (d) any failure by Distributor or its personnel (including Customer) to comply with any applicable laws; Laws; or (d) (e) allegations that Distributor breached its agreement with a third party as a result of or in connection with entering into, performing under or terminating this Agreement. 17.2 Indemnification. Subject to the terms and conditions of this Agreement, Seller shall indemnify, hold harmless, and defend Distributor and its parent, officers, directors, partners, members , shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities , deficiencies, claims, actions, judgments, settlement s, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees, and the costs relating to any claim of a third party for personal injury, death or property damage caused by the proper use of the Goods. This indemnification provision shall not apply in the event of misuse, improper maintenance or improper installation. View More

Indemnification. Subject to the terms and conditions of this Agreement, Distributor shall indemnify, hold harmless, and defend SBA Seller and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") "Seller Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, ...including attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, Agreement and the cost costs of pursuing any insurance providers relating to any claim of a third party or SBA Seller arising out of or occurring in connection with: (a) Distributor's acts or omissions as Distributor of the Goods, including negligence, willful misconduct or breach of this Agreement; (b) Distributor's advertising or representations that warrant performance of the Goods beyond that provided by SBA's Seller's written warranty or based upon Distributor's business or trade practices; (c) any failure by Distributor or its personnel to comply with any applicable laws; or (d) allegations that Distributor breached its agreement with a third party as a result of or in connection with entering into, performing under or terminating this Agreement. Subject to the terms and conditions of this Agreement, Seller shall indemnify, hold harmless, and defend Distributor and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, "Distributor lndemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and costs of pursuing any insurance providers relating to any claim of a third party or Distributor arising out of or occurring in connection with: (a) Seller's acts or omissions as seller of the Goods, including negligence, willful misconduct or breach of this Agreement that result in damages or claims against distributor; or (b) any failure by Seller or its personnel to comply with any applicable laws. View More

Indemnification. 17.1 Indemnification. Subject to the terms and conditions of this Agreement, Distributor shall indemnify, hold harmless, and defend SBA Seller and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, includin...g attorneys' fees, fees fees, and the costs of enforcing any right to indemnification under this Agreement, Agreement and the cost of pursuing any insurance providers providers, relating to any claim of a third party or SBA Seller arising out of or occurring in connection with: (a) Distributor's acts or omissions as Distributor of the Goods, Products, including negligence, willful misconduct or breach of this Agreement; (b) Distributor's advertising or representations that warrant performance of Goods Products beyond that provided by SBA's Seller's written warranty or based upon Distributor's business or trade practices; (c) any failure by Distributor or its personnel to comply with any applicable laws; Laws; or (d) allegations that Distributor breached its agreement with a third party as a result of or in connection with entering into, performing under or terminating this Agreement. View More