The indemnification for third-party claims clause obligates one party to compensate or defend the other party against claims, damages, or liabilities brought by third parties arising from the indemnifying party's actions or omissions. This clause is designed to allocate risk and provide financial protection to one party if legal issues or disputes with third parties arise during the contract's performance.
INDEMNIFICATION FOR THIRD PARTY CLAIMS, CONTRACTUAL CLAIMS, INCLUDING BREACHES, ETC. By the Selling Firm: Selling Firm agrees to indemnify and hold harmless Company, its affiliates and their respective directors, officers, employees, and agents (collectively “Indemnified Parties”) from any and all losses, claims, damages, or liabilities (excluding any consequential damages of Indemnified Parties), fines, penalties, costs, or expenses, including attorneys’ fees, joint or several (including but not limited to any investigative, legal, and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted) (together, “Losses”), to which any of such Indemnified Parties becomes subject based on, resulting from, or arising out of any of the following: Any material violation or alleged material violation by Selling Firm or Licensed Personnel of any Applicable Laws, including without limitation insurance laws and regulations, or Company Rules in regard to this Agreement or the Contracts; Any unauthorized use or alleged unauthorized use by Selling Firm or Licensed Personnel of promotional, sales or advertising material relating to the Contracts; Claims by Licensed Personnel for commissions or other compensation or remuneration of any type; Any failure by Selling Firm or Licensed Personnel to submit premium or applications to Company, or to submit the correct amount of premium, on a timely basis and in accordance with this Agreement and Company’s written procedures provided to Selling Firm in advance by Company, subject to Applicable Laws; Any material breach by Selling Firm or Licensed Personnel of any provision of this Agreement; Any unauthorized act or transaction by Selling Firm, its agents, employees, or representatives, or Licensed Personnel; or Any claim asserted by a third party (a “Third Party Claim”) caused by or resulting from any negligence, negligent error, negligent omission, misconduct or unauthorized act by Selling Firm, Licensed Personnel, or Selling Firm’s employees or representatives, including but not limited to independent contractors engaged by the indemnifying party to perform any of its duties under this Agreement. This indemnification will be in addition to any liability that the Selling Firm or its associated persons may otherwise have. Company may withhold commissions or any other payments owed to Selling Firm, and/or to apply such amounts against the indemnification amounts owed by, or claimed to be owed by, Selling Firm under this Agreement.
INDEMNIFICATION FOR THIRD PARTY CLAIMS. Employer hereby agrees to indemnify, defend, save, and hold harmless Employee from and against all claims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs, and expenses which arise out of or are related to the Employee’s performance of this Agreement, failure to perform job functions or duties as required, or result from conduct while engaging in any activity outside the scope of this Agreement, before, during or after the termination of this Agreement. Employer understands that this obligation of indemnification survives the expiration or termination of this Agreement.
9. Indemnification for Third-Party Claims 9.1. Except for a claim arising out of [***] or [***] under this AGREEMENT, in the event of legal proceedings being instituted against IOI by a third party arising out of UGX's development, processing and commercialization of the Product, UGX shall indemnify and keep indemnified IOI in full against all damages, losses, injuries, costs and expenses in connection with such legal proceedings. IOI will inform UGX about any legal proceedings being instituted against IOI without delay. UGX shall control the respective legal proceedings but shall not settle any claim that admits fault on behalf of IOI without IOI's consent (not be unreasonably withheld). 9.2. In the event of legal proceedings being instituted against UGX by a third party arising out of [***] or [***] under this Agreement, IOI shall indemnify and keep indemnified UGX in full against all damages, losses, injuries, costs and expenses in connection with such legal proceedings. UGX will inform IOI about any legal proceedings being instituted against UGX without delay. IOI shall control the respective legal proceedings but shall not settle any claim without UGX's consent (not be unreasonably withheld). 9.3. If IOI’s cooperation is required in administrative proceedings, especially in proceedings relating to admission, customs or importation of PRODUCT, UGX indemnifies IOI for any liability which may arise out of this cooperation, except to the extent [***]. That applies, in particular, in cases, where [***]. The procedural requirements of Sections 9.1-9.2 shall apply to any indemnification claims by IOI under this Section 9.3.
Terran Indemnification for Third Party Claims. Terran shall defend, hold harmless and indemnify Lockheed Martin and its Affiliates, agents, directors, officers and employees from and against any and all losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the termination of this Agreement, arising out of: (i) any breach of this Agreement by Terran; (ii) any claim that any products or services provided by Terran hereunder infringe or misappropriate the Intellectual Property Rights of a Third Party (other than to the extent such claim of infringement is based on compliance with Lockheed Martin specifications), or (iii) Terran's gross negligence or intentional misconduct (or the gross negligence or intentional misconduct of Third Parties engaged by Terran for any Project). Subject to this Section 4.3.1, Terran shall control the defense and settlement of any such claims, at its option, with counsel reasonably acceptable to Lockheed Martin.
Lockheed Martin Indemnification for Third Party Claims. Lockheed Martin shall defend, hold harmless and indemnify Terran and its Affiliates, agents, directors, officers and employees from and against any and all losses resulting directly or indirectly from any Third Party claims, suits, actions or demands. whether brought during or after the termination of this Agreement, arising out of: (i) any breach of this Agreement by Lockheed Martin; (ii) any claim that any products or services provided by Lockheed Martin hereunder infringe or misappropriate the Intellectual Property Rights of a Third Party (other than to the extent such claim of infringement is based on compliance with Terran specifications), or (iii) Lockheed Martin's gross negligence or intentional misconduct (or the gross negligence or intentional misconduct of Third Parties engaged by Lockheed Martin for any Project). Subject to this Section 4.3.2, Lockheed Martin shall control the defense and settlement of any such claims, at its option, with counsel reasonably acceptable to Terran.
Defense of Third Party Claims. (i) The Indemnifying Party shall be entitled to participate in the defense of the Third Party Claim and, if it so chooses, to assume the defense thereof, at its own expense, with counsel selected by the Indemnifying Party (so long as the Buyer Indemnified Party does not reasonably object to such counsel) if: (A) such Third Party Claim does not relate to or arise in connection with any criminal action; (B) the Indemnifying Party makes reasonably adequate provision to satisfy the Buyer Indemnified Party of the Indemnifying Party’s ability to defend, satisfy and discharge such Third Party Claim; (C) no defense exists for the Buyer Indemnified Party that is not available to the Indemnifying Party; and (D) if the named parties to such Third Party Claim (including impleaded parties) include both the Indemnifying Party and the Buyer Indemnified Party, representation of both parties by the same counsel would not be inappropriate due to actual or potential differing interests between them (as determined by the Buyer Indemnified Party in its reasonable discretion) (collectively, the “Defense Conditions”). (ii) If the Indemnifying Party elects to assume the defense of any Third Party Claim, the Indemnifying Party shall not be liable to the Buyer Indemnified Party for legal expenses subsequently incurred by the Buyer Indemnified Party in connection with the defense thereof; except that if (A) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) Business Days after receiving written notice from the Buyer Indemnified Party that the Buyer Indemnified Party believes the Indemnifying Party has failed to take such steps, or (B) if any of the Defense Conditions cease to be satisfied for any reason, the Buyer Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith to the extent the cost or expense is a result of or arises from a matter to which the Buyer Indemnified Party is entitled to indemnification under Article 6, and the Buyer Indemnified Party will have the right to compromise or settle such Third Party Claim with the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). If settled with such consent, or if there is a final judgment against the Buyer Indemnified Party, the Indemnifying Party agrees to indemnify the Buyer Indemnified Party from and against any Loss by reason of such settlement or judgment to the extent the judgment or settlement is a result of, or arises from, a matter to which the Buyer Indemnified Party is entitled to indemnification under Article 6, subject in all respects to the limitations set forth in Section 6.3. (iii) In the event the Indemnifying Party has assumed control of the defense of the Third Party Claim, the Indemnifying Party shall permit the Buyer Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Buyer Indemnified Party; unless the Indemnifying Party does not reasonably object to such counsel, and the Buyer Indemnified Party must bear responsibility for the fees and expenses of such counsel. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Buyer Indemnified Party in the defense of a Third Party Claim that results in an indemnification obligation under Article 6 for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prior to the time the Buyer Indemnified Party notifies the Indemnifying Party of such Third Party Claim).
Other than indemnification for third party claims under Section 6.3 and claims of fraud, willful misconduct or recklessness, the maximum liability of Service Provider to Company in connection with this Agreement, shall be the sum of the costs of the Services paid by Company to Service Provider hereunder during the twelve months preceding the date on which the claim first arose.
INDEMNIFICATION FOR THIRD PARTY CLAIMS 6. The Parties agree to the following clauses regarding indemnification for Third Party claims: 6.1 Indemnification by Auxilium: Auxilium shall indemnify, defend and hold Hollister-Stier, its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any damages, losses, judgments, claims, suits, actions, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Liabilities”) resulting from any Third Party claims or suits arising out of (1) the ownership, use, handling, distribution, marketing or sale of the Product, (2) Auxilium’s breach of any of its warranties or representations, or failure to perform any of its obligations, hereunder, or (3) Auxilium’s negligent acts or omissions or willful misconduct. 6.2 Indemnification by Hollister-Stier: Hollister-Stier shall indemnify, defend and hold Auxilium, its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any Liabilities resulting from any Third Party claims arising out of (1) Hollister-Stier’s services in manufacturing, processing or assembling the Product,(2) Hollister-Stier’s breach of any of its warranties or representations, or failure to perform any of its obligations, hereunder or (3) Hollister-Stier’s negligent acts or omissions or willful misconduct.
Procedures for Indemnification for Third Party Claims. (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.
Awardee Indemnification for Third Party Claims. Awardee will indemnify and defend CEPI, its Affiliates, third party contractors and employees from and against any and all claims, damages, and liabilities asserted by third parties (including claims for negligence) which arise directly or indirectly from: (i) Awardee’s, or its Sub-Awardee’s activities under this Agreement, or (ii) the use of the Product, Project Results or Enabling Rights (including for the avoidance of doubt, the use of the Product in development activities and clinical studies), save to the extent such claim, damage or liability is caused by CEPI’s negligence or intentional misconduct or is required to be indemnified by CEPI pursuant to Clause 19.2.
CEPI Indemnification for Third Party Claims. Solely in the event that CEPI has exercised the Public Health Licence, CEPI will indemnify and defend Awardee, its Affiliates, Sub-Awardees, third party contractors and employees from and against any and all claims, damages, and liabilities asserted by third parties (including claims for negligence) which arise directly or indirectly from the use of the Product, Project Results or Enabling Rights by CEPI or a Trusted Collaborator designated by CEPI in the course of exercising the Public Health Licence, save to the extent such claim, damage or liability is caused by Awardee’s or its Sub-Awardee’s activities under this Agreement (including manufacture of drug substance or Product) or by Awardee’s negligence or intentional misconduct.
Indemnification for third party claims is a contractual provision that obligates one party to compensate the other for losses or damages incurred due to claims made by external parties. These claims can arise from actions like lawsuits, demands, or settlements that affect the indemnified party due to the actions or negligence of the indemnifying party. The clause aims to allocate risk and responsibility between parties in a contract and protects one party from bearing the full brunt of unforeseen legal claims initiated by third parties.
You should consider using indemnification for third party claims in contracts where:
Writing an effective indemnification clause involves clear language and specific terms. Consider the following points:
Identify Parties: Clearly specify which parties are covered by the indemnification.
Party A agrees to indemnify and hold harmless Party B and its affiliates from any and all third-party claims.
Define Scope: Detail what types of claims are covered (e.g., negligence, infringement).
This indemnification covers claims arising from intellectual property infringement or product liability.
List Obligations: Clarify obligations, such as defense and settlement of claims.
The indemnifying party shall defend, at its own expense, any third-party lawsuit instigated against the indemnified party.
Include Limitations: Specify any exclusions or caps on indemnification, if applicable.
This indemnification does not cover claims resulting from gross negligence or willful misconduct by the indemnified party.
Indemnification for third party claims can be found in several types of contracts, including:
Including an indemnification clause is crucial in contracts where third-party interactions are integral to the relationship, and ensures both parties understand and agree upon risk allocation.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The indemnification of consultant clause typically requires the client to compensate and protect the consultant from any claims, damages, or liabilities that arise out of the consultant's work, except in cases of the consultant's own negligence or misconduct. This clause is designed to shield the consultant from financial loss and legal repercussions resulting from third-party claims related to the services provided.
The "Indemnification of Employee" clause ensures that an employer agrees to protect and compensate the employee for any legal liabilities or costs arising from actions taken in the course of their employment. This clause typically covers legal fees, settlements, and damages, provided the employee acted within the scope of their employment and not due to personal misconduct.
The indemnification of trustee clause ensures that a trustee is protected from personal financial loss by requiring the trust or related parties to compensate them for any expenses or liabilities incurred while performing their fiduciary duties. This clause is designed to shield the trustee from claims and legal actions that arise from their role, provided their conduct does not involve gross negligence or willful misconduct.
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