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.
Indemnification of Consultant. Client shall indemnify, defend and hold Consultant harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel’s fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Consultant incurs as a result of having performed services on behalf of Client.
INDEMNIFICATION OF CONSULTANT BY COMPANY The Company acknowledges that RU, in performance of its duties, will be required to rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and/or employees. The Company agrees to indemnify, hold harmless and defend RU, from any proceedings, inquiries, or legal action whether administrative, governmental, or private which arises out of or is due to the incompleteness of any promotional material or other information including but not limited to financial information supplied by the Company to RU.
Indemnification of Consultant and Consultant's Employees and Agents by the Company. The Company hereby agrees to indemnify and hold Consultant and Consultant's employees and agents (the "Indemnified Parties") harmless against (i) any and all liabilities, obligations, losses, damages, claims, actions, asserted against any one or more of the Indemnified Parties, based upon, resulting from or arising out of any misstatement or omission of material fact contained in one or more of the statements, representations, press releases, announcements, reports, or filings made or prepared by the Company or its agents and (ii) any cost or expense (including reasonable attorneys' fees and court costs) incurred by the Indemnified Parties or any of them in connection with the foregoing (including, without limitation, any cost or expense incurred by the Indemnified Parties in enforcing their rights pursuant to this Section 9). No demand or claim for indemnification under this Section 9 may be made after 11:59 p.m., East Coast Standard Time (EST), on the date five (5) years following the last date at which services were rendered to the Company under this Agreement or any extension thereof. Obligation for Compliance with Securities Laws. The Parties agree that the Company shall assume and remain at all times responsible for all information, statements, and documents released or provided to Consultant and for compliance with Regulation FD or any other provisions of the Securities Exchange Act of 1934 (the "1934 Act Obligations").
Indemnification of Consultant by the Company. The Company acknowledges that the Consultant relies on information provided by the Company in connection with the provisions of Services hereunder and represents that said information does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, and agrees to hold harmless and indemnify the Consultant for claims against the Consultant as a result of any breach of such representation and for any claims relating to the purchase and/or sale of the Company’s securities occurring out of or in connection with the Consultant’s relationship with the Company including, without limitation, reasonable attorney’s fees and other costs arising out of any such claims; provided, however, that the Company will not be liable in any such case for losses, claims, damages, liabilities or expenses that arise from the gross negligence or willful misconduct of the Consultant.
Indemnification of CONSULTANT: The Fund shall indemnify and hold Consultant harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to: (i) the Fund’s refusal or failure to comply with the terms of this Agreement, (ii) the Fund’s lack of good faith, gross negligence or willful misconduct with respect to the Fund’s performance under or in connection with this Agreement, or (iii) all actions taken by CONSULTANT hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties. CONSULTANT shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Funds, advice of the Funds, or of counsel for the Funds and upon statements of the Funds’ independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of CONSULTANT, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. Each Fund shall hold CONSULTANT harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by such Fund or its Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.
Limitation of Liability and Indemnification of Consultant. Without limiting Jounce’s right to terminate this Agreement in accordance with Section 2 above, Jounce agrees that Consultant shall not be liable, in damages or in any other manner, to Jounce or any of its affiliates, employees, consultants, officers or directors, for any of Consultant’s acts or omissions in connection with Services, except any act or omission with respect to which a court of competent jurisdiction has issued a final decision, judgment or order determining that Consultant was grossly negligent or engaged in willful misconduct. Further, Jounce agrees to defend, indemnify and hold Consultant harmless from and against any and all third party claims, demands, causes of action, suits and proceedings (each, a “Claim”) and related damages, losses, settlements and expenses (including but not limited to reasonable attorneys’ fees) arising out of or related to the Services, except to the extent a court of competent jurisdiction has issued a final decision, judgment or order that such Claim arose as a result of Consultant’s gross negligence or willful misconduct.
Indemnification of Consultant by Cathay. Cathay agrees to indemnify, defend, and hold harmless Consultant from and against any and all Claims that Consultant may incur or suffer arising from the performance of the Services, except to the extent arising from Consultant’s gross negligence, reckless or willful misconduct, or breach or failure to perform any of the covenants, representations, warranties, and agreements in this Agreement.
Indemnification of Consultant. The Company and its subsidiaries hereby agree to jointly and severally indemnify and hold harmless the Consultant and its present and future officers, directors, stockholders, members (both managing and otherwise), partners (both general and limited), managers, affiliates, employees, representatives and agents (“Indemnified Parties”) from and against all losses, claims, liabilities, suits, costs, damages and expenses (including attorneys’ fees) arising from their performance of services hereunder, except to the extent caused by fraud or intentional misconduct of the Consultant as finally judicially determined by a court of competent jurisdiction. The Company further agrees to reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys’ fees and expenses), subject to an undertaking from such Indemnified Party to repay the Company if it is finally judicially determined that the Indemnified Party is not entitled to such indemnity. The Consultant does not make any representations or warranties, express or implied, in respect of the services provided hereunder.
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.
Company’s Indemnification of Consultant. The Company shall defend, indemnify, and hold harmless Consultant from and against any and all liabilities, losses, damages, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred as a result of any claim, action, or proceeding brought by a third party against Consultant arising out of or relating to work performed by Consultant under this Agreement except where the claim results from: (a) a breach of Consultant’s representations, warranties, covenants and obligations under this Consulting Agreement; (b) Consultant’s gross negligence or willful misconduct in performing his obligations under this Consulting Agreement; or (c) Consultant’s failure to comply with all applicable laws. To be indemnified under this Section, Consultant must notify the Company in writing of any such claim, action or proceeding within three (3) business days of receiving notice of such claim, action, or proceeding. If the Company so desires, it will assume sole control of the defense or settlement of such claim, action, or proceeding. In order to be indemnified, Consultant must give the Company all information and reasonable assistance in connection with such defense and settlement as the Company requests. Either Party shall have the right to retain counsel and participate in such defense or settlement, except that the Company may choose counsel for Consultant should the Company choose to assume sole control of the defense.
Indemnification of Consultant by Company. The Company agrees to indemnify, defend, and hold harmless the Consultant from and against any and all Claims that Consultant may incur or suffer arising from the performance of any Services requested by the Chief Executive Officer of the Company, except to the extent arising from Consultant’s gross negligence, reckless or willful misconduct, or breach or failure to perform any of the covenants, representations, warranties, and agreements in this Agreement.
Indemnification of Consultant. Company agrees to indemnify and hold harmless Consultant and its officers and employees from and against all losses, claims, damages, liabilities, judgments, costs and expenses, including attorneys’ fees and other legal expenses in connection with defending Consultant in any litigation, whether commenced or threatened, in connection with any claim, action or proceeding to which Consultant becomes subject, whether or not resulting in any liability, caused by, arising out of any Services provided the Company by the Consultant under this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, or liability is found to have resulted from the negligence, bad faith, fraud or misconduct of Consultant or Consultant’s assistants, employees, contractors or agents.
Indemnification of Consultant by the Company. The Company shall indemnify, defend and hold Consultant, its subsidiaries, affiliates, officers, directors and employees harmless from and against any and all liabilities, obligations, losses, claims, damages, costs, charges or other expenses of any kind (including, but not limited to, reasonable attorneys’ fees and legal costs) (collectively, “Claims”) which arise out of or result from any breach or alleged breach of this Agreement by the Company. Consultant shall be covered by any directors and officers insurance policies (the “D&O Insurance”), with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement. The Consultant shall be responsible for procuring the D&O Insurance and the Company shall provide a budget of up to $100,000 for payment of premiums.
Indemnification of Consultant. Company shall indemnify and hold harmless each of Consultant and its affiliates, and the successors and assigns of any of the foregoing (the “Consultant Indemnitees “), from and against any and all losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees and other expenses of litigation) (“Losses”) from any claims, actions, suits or proceedings brought by a third party (a “Third Party Claim”) incurred by any Consultant Indemnitee, arising from, or occurring as a result of (a) gross negligence or willful misconduct of Company and its Affiliates and (b) the research, development and regulatory activities relating to the exendin product conducted by or on behalf of Company in connection with the performance of the Services in accordance with this Agreement; except to the extent such Third Party Claims fall within the scope of the indemnification obligations of Consultant set forth in Section 7.2.
Indemnification of consultant refers to the contractual obligation either to provide protection or compensation to a consultant in the case of loss, damage, or liability arising out of their professional activities. Typically, this means that the party engaging the consultant agrees to cover costs or defend against claims related to the consultant’s work, provided they arise from actions taken in good faith within the scope of the agreed services.
You should consider using indemnification provisions in the following scenarios:
To draft an indemnification clause for a consultant, consider the following components:
Example Clause:
The Client agrees to indemnify, defend, and hold harmless the Consultant from any and all claims, liabilities, costs, damages, and expenses (including reasonable attorney’s fees) arising from or related to the Consultant’s performance under this agreement, provided such claims are not due to the Consultant’s gross negligence or willful misconduct.
Indemnification clauses are commonly found in the following types of contracts:
Each situation should be considered, and the indemnification terms should be tailored according to the specific risks and needs of the parties involved.
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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 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.
Indemnification provisions are contractual clauses where one party agrees to compensate the other for certain losses or damages that may arise during the execution of the contract. These clauses are intended to allocate risk and ensure that the indemnified party is protected against specified claims or liabilities.
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