Indemnification clauses are extremely common in many contracts, but what you need to pay close attention to is the scope of your compensation agreement. In general, you should only agree to pay for losses arising from your own actions and not from the actions of the other party. If you want to draw a stricter line, you can negotiate a compensation provision that will only hold you liable for gross negligence and intent and not mere negligence. Other important considerations are time and money limits. Indemnification is the assurance that one party to a contact will fully indemnify the other party for any liability, damage or loss incurred by another party. Simply put, indemnification means protecting another party from loss or damage. Regardless of the type of compensation clause created, great care should be taken in its drafting. The lack of precision in the terms may result in a clause that can be interpreted quite differently in the eyes of the law than the parties concerned believed they had accepted. The purpose of the claim is to ensure that you are compensated for any losses suffered that are not your fault. 5. MUTUAL COMPENSATION. Merchant shall indemnify, defend and hold harmless the Company, its affiliates, agents and employees and their respective successors and assigns from, for, all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys` fees and costs, to the extent that they arise out of or result from (a) any unlawful or negligent act. Any error or omission made by Merchant or its employees (b) Merchant`s failure to comply with and any state or federal law or regulation applicable to Merchant`s activities in accordance with this Agreement, and (c) merchants` material breach of any of the terms of this Agreement.
The Company shall indemnify, defend and hold Licensee, its affiliates, agents and employees and their respective successors and assigns harmless from and against all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys` fees and costs, to the extent that they arise out of or result from (a) any unlawful or negligent act, Any error or omission by the Company or its employees, (b) the Company`s failure to comply with any state or federal law or regulation applicable to the Company`s activities under this Agreement, and (c) the Company`s material breach of any of the terms of this Agreement. Compensation provisions can become quite complex. It`s important for a lawyer to review your company`s contracts so you can be sure that your agreements achieve your business goals and are legally enforceable. Attorney Tyler Q. Dahl has experience supporting business owners at every stage of the business lifecycle. Contact us today to discuss your legal needs. 5. Mutual Compensation. Seller agrees to indemnify, defend and hold harmless Buyer and its insurers, successors, agents, attorneys and assigns from and against all expenses, losses, costs, defects, liabilities and damages (including related attorneys` fees and expenses) arising out of or arising out of (i) any breach of any of Seller`s representations, warranties or representations contained in this Agreement, or (ii) failure to perform any of the obligations or agreements entered into in this Agreement.
Seller in this Agreement. Buyer agrees to indemnify, defend and hold harmless Seller and its insurers, successors, agents, attorneys and assigns from and against all expenses, losses, costs, defects, liabilities and damages (including related attorneys` fees and expenses) arising out of or arising out of (i) any breach of any of Buyer`s representations, warranties or agreements contained in this Agreement, or (ii) Buyer`s failure to comply with any of the obligations or agreements entered into in this Agreement. Buyer in this Agreement. Conversely, a mutual compensation agreement might look like this: despite the similarities between the three, the greatest protection comes from the inclusion of a disclaimer. Failure to mitigate or breach the contract may provide the same level of protection, but depends on how the contract was written. The distinction between harmless clauses and indemnification clauses varies from state to state. Many professionals treat compensation and hold harmless clauses as if they were similar, but there are differences between the two. Therefore, it is important to make contracts as accurate and clear as possible. If spelled correctly, the intent of a indemnification or indemnification agreement is to impose on one party the responsibility to pay all liabilities, damages, costs, expenses and even attorneys` fees for the other party to the agreement. Even if it wasn`t your fault and the other party was to blame, you could still be required to pay damages. Many professionals argue that “compensation” protects against loss, while “indemnification” protects against liabilities and losses.
Read 3 min 7.The advisor will act as an independent contractor with obligations to the company under this agreement. Since the advisor will act on behalf of the Company in this capacity, it is Ardour`s practice to receive and provide mutual compensation. A copy of Ardour`s standard compensation form is attached to and contained in this written agreement. Ardour represents and warrants to the Company that Ardour is a broker-dealer registered with the Financial Industry Regulatory Authority and that it has any other license or registration with any foreign state or authorities or quasi-governmental agencies required in connection with Ardour`s performance of this Agreement. Looking for more information about using contracts to protect your business, including insurance certificates, limitations of liability, and the benefits of indemnification and indemnification? Don`t miss this white paper: Compensation is compensation for loss or damage. In the legal sense, it also refers to an exclusion of liability for damages. Compensation is based on a contractual agreement between two parties in which one of the parties agrees to pay for any damage or loss caused by the other party. The liability that arises from the loss of the indemnified party, even if there is no breach of contract. If a breach of contract occurs, it can trigger restrictions. On the other hand, compensation exists when the other party does not pay compensation or when the party is entitled to compensation. 7. Mutual Compensation.
Each party shall indemnify, defend and hold harmless the other party from and against any and all liabilities, costs and expenses (including, but not limited to, attorneys` fees) that such party may suffer, maintain or be subject as a result of any misrepresentation or breach of the indemnifying party`s warranty, agreement or arrangement in the performance of its obligations under this Agreement. 4. Mutual Compensation. BWE undertakes to indemnify and hold BANK harmless from and against any and all losses or damages, including reasonable attorneys` fees, costs and expenses incurred by the BANK as a result of any claim relating to or arising out of the performance of BANKS` obligations under this Agreement, unless such loss or damage results from banks` failure to perform its obligations under this Agreement. of this Agreement with reasonable care. The Bank agrees to indemnify and hold BWE harmless from and against any loss or damage, including reasonable attorneys` fees, costs and expenses, incurred by BWE as a result of any claim arising out of BANKS` failure to comply with banks` obligations under this Agreement, with due diligence, unless such loss or damage results from BWE`s negligent or intentional acts or omissions. In the preceding sentence, the words loss or damage include, but are not limited to, any loss or damage arising directly or indirectly from the acts or omissions of an employee or authorized representative of either party. .