General SUPPLIER Indemnification Sample Clauses
The General SUPPLIER Indemnification clause requires the supplier to compensate and protect the buyer from losses, damages, or liabilities arising from the supplier’s actions or omissions. Typically, this means the supplier must cover costs related to third-party claims, such as those involving defective products, intellectual property infringement, or failure to comply with laws. This clause serves to allocate risk by ensuring that the supplier bears responsibility for issues within their control, thereby protecting the buyer from financial harm caused by the supplier’s conduct.
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General SUPPLIER Indemnification. SUPPLIER is solely responsible for and shall indemnify, defend and hold BUYER and its respective directors, officers, agents, employees and customers (each a “BUYER Indemnitee”) harmless from and against all claims, demands, threats, damages, losses, liabilities, costs, expenses and reasonable attorney’s fees (collectively “Damages”) arising out of a claim by a third party against a BUYER Indemnitee resulting from or alleged to have resulted from non-payment of items purchased by SUPPLIER for BUYER under this Agreement, any defect in SUPPLIER’s workmanship or failure of SUPPLIER to comply with BUYER’s Specifications. BUYER will provide SUPPLIER with prompt written notice of the claim and permit SUPPLIER, at SUPPLIER’s expense, to control the defense, settlement, adjustment or compromise of any such claim. BUYER may employ counsel at its own expense to assist it with respect to any such claim. SUPPLIER shall not compromise or settle any claim (or portions thereof) or consent to the entry of any judgment that imposes material obligations on any BUYER Indemnitee without an unconditional release of all liability of the BUYER Indemnitee as to each claimant or plaintiff.