Indemnification Clause Example from Business Contracts

Indemnification. Consultant agrees to indemnify and hold harmless the Company and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from or in connection with (A) any grossly negligent, reckless or intentionally wrongful act of Consultant or Consultant's assistants, employees or agents, (B) any breach by the Consultant or Consultant's assistants, employees or agents... of any of the covenants contained in this Agreement, (C) any knowing, willful or reckless failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (D) any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the work product of Consultant under this Agreement. Indemnification of Consultant by Company. At all times during the term of Consultant's service the Company will maintain a policy of executive liability and corporate securities liability insurance that extends coverage to appointed officers including Consultant. Company shall indemnify, defend, and hold harmless Consultant for any claim or liability arising out of the performance of Consultant's Services, except those that arise from Consultant's willful misconduct or gross negligence, to the fullest extent, and subject to the limitations, of the General Corporation Law of the State of Delaware. This provision survives termination or expiration of this Agreement, with Company continuing to indemnify Consultant. 4 Limitation of Consultant Liability. Company agrees to limit any and all liability or claim for damages, cost of defense, or expense it seeks against Consultant to a sum not to exceed the cash compensation actually realized by Consultant under this Agreement, arising from any breach, error, omission or negligence by Consultant in the course of performing services under the Agreement. Notwithstanding anything else herein, in no event will Consultant be responsible for lost profits, lost revenues, or consequential, incidental or special damages. This provision survives termination or expiration of this Agreement, with Company continuing to limit liability. View More