Common use of Dealer Agreement Indemnification Clause in Contracts

Dealer Agreement Indemnification. A. The Distributor acknowledges and agrees that certain large and significant broker-dealers (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings and indemnification that are not included in the Standard Dealer Agreement. The Distributor shall not enter into any Non-Standard Dealer Agreement without direction by or the prior consent of the Client. In seeking the Client’s consent, the Distributor shall provide the Client with a copy of such Non-Standard Dealer Agreement. B. To the extent that the Distributor is requested or required by the Client to enter into any Non-Standard Dealer Agreement, the Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement to the extent such actions or failures to act arise out of obligations of the Distributor not required of the Distributor in the Standard Dealer Agreement; (b) any representations made by the Distributor about the Funds, the Shares or the offering and sale of Shares in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement.