Common use of Agent Indemnity and Liability Clause in Contracts

Agent Indemnity and Liability. Agent shall at all times act in good faith and agrees to use commercially reasonable efforts to ensure the accuracy of all Services. Agent shall indemnify and hold Company harmless from and against, and Company shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, "Losses") to the extent resulting from Agent's (a) refusal or failure to comply with the terms of this Agreement, (b) negligence, bad faith or willful misconduct, or (c) breach of any representation or warranty hereunder; provided that any such liability of Agent will be limited in the aggregate to the ongoing account management fees paid hereunder by Company to Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Agent is being sought.

Agent Indemnity and Liability. Agent shall at all times act in good faith and agrees to use commercially reasonable efforts to ensure the accuracy of all Services. Agent shall indemnify and hold Company harmless from and against, and Company shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, "“Losses"”) to the extent resulting from Agent's ’s (a) refusal or failure to comply with the terms of this Agreement, (b) negligence, bad faith or willful misconduct, or (c) breach of any representation or warranty hereunder; provided that any such liability of Agent will be limited in the aggregate to the ongoing account management fees paid hereunder by Company to Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Agent is being sought.