A mutual indemnity clause is an agreement between two parties where each agrees to indemnify, or compensate, the other for certain losses or damages arising from their own actions or negligence. This clause is intended to ensure fairness and risk distribution, protecting both parties from liabilities resulting from the other's conduct during the execution of a contract.
Mutual indemnity obligation. The Parties agree that, during the Transition Period, the Party that causes any administrative and/or court sanction, which may be imposed to the other Party as a result of personal data violation (“Indemnifiable Loss”), shall indemnify the injured Party in full.
The agreement includes mutual indemnity provisions. Dagesh shall indemnify Dimex for material breaches of its representations or its material obligations prior to the Effective Date, and this obligation shall remain in force for 24 months from the Effective Date. Additionally, Dagesh shall indemnify Dimex for any direct damages the cause of which occurred prior to the Effective Date, including for damages related to claims by Dagesh employees employed by Dimex. Dimex shall indemnify Dagesh for any damages the cause of which occurred after the Effective Date. The indemnification liability of each of Dimex and Dagesh are limited to direct damages only and is capped at NIS 800,000 (approximately $250,000).
Subject to the mutual indemnity included in the Settlement and Termination Agreement, NovaQuest agreed to waive any and all further Company obligations (including any and all future milestone payments and royalties owed to NovaQuest) and each party agreed to release any and all claims against the other party in respect of the Funding Agreement.
Broker(s). Each party represents and warrants to the other, that, to its knowledge, no broker, agent or finder (other than LandPark Commercial, LLC representing Landlord) (a) negotiated or was instrumental in negotiating or consummating this Amendment on its behalf, and (b) is or might be entitled to a commission or compensation in connection with this Amendment. Landlord and Tenant each agree to promptly indemnify, protect, defend and hold harmless the other from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including attorneys’ fees and court costs) resulting from any breach by the indemnifying party of the foregoing representation, including, without limitation, any claims that may be asserted by any broker, agent or finder undisclosed by the indemnifying party. The foregoing mutual indemnity shall survive the expiration or earlier termination of the Lease as amended hereby.
Mutual indemnity provisions in the APA will protect each party from any breaches of the settlement arrangements by the other party, provided, that the Company’s indemnity obligations will not start until the Relief Parties have begun making royalty or milestone payments to NRx, subject to certain exceptions. With respect to the Company, there is an indemnity threshold such that the Company will not be liable for any indemnity claims until such claims are in excess of $0.5 million (and then only for the amount above $0.5 million). The Company’s indemnity obligation is capped at $2.0 million with respect to breaches of representations and warranties and $3.0 million with respects to breaches of covenants or other agreements. Additionally, subject to certain exceptions, the Company’s indemnity obligations cannot exceed the amount that the Relief Parties actually pay to the Company for milestone and royalty payments.
Mutual Indemnity. Each party hereto hereby indemnifies, defends, and holds harmless the other party hereto from any Losses with respect to, pertaining to, or arising from a breach of the representations and warranties set forth in this Article 3 made by each party hereto, including, without limitation, reasonable attorneys’ fees and costs.
Mutual Indemnity: Each party (the “Indemnifying Party”) agrees that it will indemnify and hold harmless the other, including any directors, officers, employees and agents (collectively, the “Indemnified Party”), at their sole expense from any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities whatsoever which the Indemnified Party may sustain, suffer or incur by reason of, or in connection with: a) the Indemnifying Party’s performance of, or failure to perform, their obligations set out herein; b) the Indemnifying Party acting outside the scope of this Agreement; or c) or as a result of misconduct, negligence or fraud of the Indemnifying Party.
Mutual Indemnity. Each party (the “Indemnifying Party”) agrees to defend the other party, its affiliates and each of their respective officers, directors, employees, contractors and agents (each an “Indemnified Party”) from and against any action, claim, suit, investigation or other proceeding brought by a third party (a “Claim”) to the extent such Claim arises out of the Indemnifying Party’s breach of this Agreement or the negligence, recklessness or willful misconduct on the part of the Indemnifying Party, its officers, directors, employees, agents or other representatives in connection with this Agreement. The Indemnifying Party will indemnify and hold harmless the Indemnified Party from any liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and costs of defense) incurred by or levied against such Indemnified Party as a result of such Claim.
Mutual Indemnity. The parties shall indemnify each other against all costs, losses and damages of any kind associated with any claim or dispute related to any of their respective warranties in paragraph 4 or any act or omission with regard to obligations under this agreement by either party, its representatives, or its agents.
7. MUTUAL INDEMNITY AND LIMITATION OF LIABILITY. 7.1. LAMY and PROFESSIONAL (the Indemnifying Party) agree to indemnify, defend and hold harmless the other and its affiliates, and all of their employees, officers, directors, shareholders, and joint ventures (the Indemnified Party) from and against any and all third party claims, demands, losses, damages, liabilities, expenses, obligations, judgments, recoveries and deficiencies (Losses), arising out of or due to the negligent acts or omissions or willful misconduct of the Indemnifying Party excluding any portion of such Losses which are directly attributable to the Indemnified Party’s negligent acts or omissions or willful misconduct. For the avoidance of doubt, “third party” does not include the Parties or their affiliates, directors, officers or employees. The Indemnifying Party’s obligation to indemnify hereunder is predicated upon the Indemnified Party (a) giving prompt written notice of any Loss, (b) giving the Indemnifying Party the opportunity to assume sole control over the defense and settlement, if applicable, of the Loss, and (c) providing, at the Indemnifying Party’s sole expense, all reasonably requested and relevant information, assistance and authority to enable the Indemnifying Party to perform it obligations hereunder. The Indemnifying Party agrees not to settle any Loss without the Indemnified Party’s written consent, which shall not be unreasonably withheld. 7.2. In addition, LAMY will indemnify PROFESSIONAL for the costs and expenses that PROFESSIONAL reasonably incurs to produce documents and electronic records, and to provide oral or written testimony, in response to discovery requests related to any of the Services PROFESSIONAL provides from June 2, 2022 through the term of this Agreement. For purposes of clarity, discovery requests include subpoenas in civil or criminal suits, as well as orders from administrative agencies in any other type of proceeding or investigation; and costs and expenses include the cost of searching archived records, the cost of production, and the cost of retaining outside counsel. This section does not apply to any suit by LAMY against PROFESSIONAL. 7.3. Any statutory limitations in effect now or hereafter which affect the validity or enforceability of the indemnification provisions in this Agreement are made a part hereof in the respective jurisdiction where the statute applies and any such statutory limitations shall operate to amend the indemnity provisions hereof to the minimum extent necessary to bring such provisions into conformity with the requirements of the statute. So modified, the indemnity provisions of this Agreement shall continue in full force and effect. 7.4. IN NO EVENT SHALL LAMY OR PROFESSIONAL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.5 For each Statement of Work, except for third party indemnity claims pursuant to Section 7.1 which shall not be limited as to a dollar amount, PROFESSIONAL agrees to indemnify and hold harmless LAMY under the following terms and conditions: (i) without limitation, for death or personal injury to any person due to its negligence or the negligence of its employees; (ii) for physical damage to or loss of the LAMY’s tangible property, including loss of data, if the damage or loss is due to PROFESSIONAL’s negligence or breach of contract; (iii) for all other causes of action, PROFESSIONAL’s total liability arising out of or in connection with the Agreement shall not exceed in aggregate 150% of the fees paid by the LAMY.
The Amended TMLA also contains, among other things, customary mutual indemnity provisions, representations and warranties, information rights of VEL and restrictions on VGHI’s and its affiliates’ ability to apply for or obtain registration for any confusingly similar intellectual property to that licensed to VGHI pursuant to the Amended TMLA. The Amended TMLA has an initial term of 25 years, subject to renewal for up to two additional ten year periods or earlier termination as set forth in the Amended TMLA.
Mutual indemnity: (a)The Purchaser will indemnify the Vendor and keep the Vendor indemnified at all times in respect of any Loss or Claim which the Vendor may suffer, sustain or incur by reason or on account of any non-performance or non-observance by the Purchaser on or after the Settlement of any of the covenants, terms conditions or agreements to be observed and performed by the Vendor under the Contracts. (b)The Vendor will indemnify the Purchaser and keep the Purchaser indemnified at all times in respect of any Loss or Claim which the Purchaser may suffer, sustain or incur by reason or on account of any non-performance or non-observance by the Vendor prior to the Settlement of any of the covenants, terms, conditions or agreements to be observed and performed by the Purchaser under the Contracts.
Mutual Indemnity. Tenant assumes responsibility and liability for the Premises to the fullest extent permitted under the applicable state law, and the Tenant shall and does hereby defend, indemnify and save harmless the Landlord and their respective directors, officers, employees, agents, and contractors, (collectively, the “Landlord Indemnitees”) from and against any and all losses, claims, expenses, damages, liabilities and actions whatsoever (including, without limitation, reasonable legal costs) which may be brought or made against any Landlord Indemnitee, or which any Landlord Indemnitee may sustain, pay or incur, in either case as a result of, or in connection with, any act or omission of Tenant or any of Tenant’s employees, agents, invitees or contractors. The Landlord shall and does hereby defend, indemnify and save harmless the Tenant and its directors, officers, employees, agents, contractors and insurers (collectively, the “Tenant Indemnitees”) from and against any and all losses, claims, expenses, damages, liabilities and actions whatsoever (including, without limitation, reasonable legal costs, if requested by Tenant) which may be brought or made against any Tenant Indemnitee, or which the Tenant may sustain, pay or incur, in either case as a result of, or in connection with, any act or omission of Landlord or any of the Landlord’s employees, agents, invitees or contractors.
Mutual Indemnity. 10.1.1. Subject to the provisions of Section 10.7, Tenant shall indemnify and save harmless Landlord from and against all claims of whatever nature arising from any negligence or willful misconduct of Tenant, or Tenant Parties, or arising from any accident, injury or damage whatsoever caused to any person, or to the property of any person, occurring in or about the Premises after the date that possession of the Premises is first delivered to Tenant and until the end of the Term of this Lease and thereafter, so long as Tenant is in occupancy of any part of the Premises, in or about the Premises or arising from any accident, injury or damage occurring inside or outside the Premises but within the Property or on the Industrial Park, where such accident, injury or damage results, or is claimed to have resulted, from the negligence or willful misconduct on the part of Tenant or Tenant Parties. 10.1.2. Landlord agrees to indemnify and save harmless Tenant from and against all claims of whatever nature arising from gross negligence or willful misconduct of Landlord, or Landlord’s contractors, agents, servants or employees. 10.1.3. Each indemnity and hold harmless agreement contained in this Section shall include indemnity against all costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof with counsel approved by the party entitled to such indemnity which approval shall not be unreasonably withheld. The indemnity provisions set forth in this Section and elsewhere in this Lease shall survive expiration or earlier termination of the Lease.
Mutual indemnity is a contractual arrangement between two parties in which each party agrees to hold the other harmless and compensate or indemnify them for damages or losses arising out of specified liabilities or incidents. This type of clause helps in mitigating risk by ensuring that both parties assume responsibility for their own negligence, thereby fostering a balance of accountability.
You should consider using a mutual indemnity clause in situations where:
When drafting a mutual indemnity clause, ensure clarity and comprehensive scope. Consider including the following elements:
Example: “Each party agrees to indemnify, defend, and hold harmless the other party, its officers, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any act or omission by the indemnifying party, except to the extent caused by the gross negligence or willful misconduct of the indemnified party.”
Mutual indemnity clauses are commonly found in:
These contracts benefit from mutual indemnity clauses to ensure that both parties are equally protected from unforeseen risks and liabilities.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A mutual limitation of liability clause establishes a cap on the amount of damages that either party to a contract can claim from the other in the event of a breach or other issues arising out of the contract. This clause is designed to protect both parties by minimizing their financial exposure and encouraging fair and manageable risk distribution.
A mutual nondisparagement clause is an agreement between parties where each agrees not to make negative or disparaging statements about the other. This clause is designed to protect the reputation of both parties by preventing harmful public comments or criticisms.
A mutual release of all claims is a contractual provision in which both parties agree to relinquish any potential legal claims against each other related to a particular matter. This clause aims to bring finality to any existing or future disputes, ensuring that neither party can pursue litigation related to the specified issues.
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