Common use of Indemnification by Agent Clause in Contracts

Indemnification by Agent. AGENT IRREVOCABLY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE WAR TEAM. (“THE WAR TEAMI”), EACH OF THE WAR TEAMI’S SUBSIDIARIES, AND IT’S OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND AFFILIATES (COLLECTIVELY, “INDEMNITEES”), JOINTLY, SEVERALLY, AND IN ANY COMBINATION, FOR, FROM AND AGAINST ANY AND ALL ACTUAL, ANTICIPATED, OR THREATENED CIVIL OR ADMINISTRATIVE ACTIONS, DEMANDS, COSTS, CLAIMS, LOSSES, LIABILITIES, INJURY, PENALTIES, FEES (INCLUDING DOCUMENT PRODUCTION FEES), THE WAR TEAM EXPENSES, DAMAGE AWARDS, JUDGMENTS, SETTLEMENT AMOUNTS, AND OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO COURT COSTS, INVESTIGATION COSTS, WITNESS FEES, REASONABLE ATTORNEYS’ FEES, AND OTHER DEFENSE COSTS) (COLLECTIVELY, “LOSSES”), WITHOUT ANY MONETARY LIMITATION OR CAP, ARISING FROM OR RELATING IN ANY WAY TO ANY OF THE FOLLOWING, OR ANY ALLEGATION OF ANY OF THE FOLLOWING: (i) Agent’s performance of the Services; (ii) Agent’s performance of Professional Services (as that term is defined in THE WAR TEAM’s E&O Policy); (iii) Agent’s breach of this ICA; (iv) Agent’s noncompliance with THE WAR TEAM’s Policies; (v) any of Agent’s representations or warranties under this ICA being less than true, correct, and complete; (vi) any of the four conditions set forth in Section 10(c), above, not being or no longer being met; (vii) exercise of THE WAR TEAM’s settlement authority as set forth in Section 10(d), above; (viii) the refutation of, or any attempt to refute, any of Agent’s waivers within this ICA or in THE WAR TEAM’s Policies; (ix) any Team Agreement (as such term is defined in THE WAR TEAM P&Ps) to which Agent is or was a party; (x) Agent's filing of a Civil or Administrative Action against another real estate licensee affiliated with THE WAR TEAM or any of its subsidiaries (regardless of whether prior written notice is provided to Agent’s Managing Broker); (xi) Agent's filing of a Civil or Administrative Action against THE WAR TEAM, any of THE WAR TEAMI’s subsidiaries, and/or any of its or their respective employees (regardless of whether prior written notice is provided to any of them);

Indemnification by Agent. AGENT IRREVOCABLY AGREES TO INDEMNIFYAgent irrevocably agrees to indemnify, DEFENDdefend, AND HOLD HARMLESS THE WAR TEAM. and hold harmless eXp, eXp World Holdings, Inc. (“THE WAR TEAMIEXPI”), EACH OF THE WAR TEAMI’S SUBSIDIARIESeach of EXPI’s subsidiaries, AND IT’S OR THEIR RESPECTIVE SHAREHOLDERSand it’s or their respective shareholders, DIRECTORSdirectors, OFFICERSofficers, MANAGERSmanagers, MEMBERSmembers, EMPLOYEESemployees, AGENTSagents, REPRESENTATIVESrepresentatives, AND AFFILIATES and affiliates (COLLECTIVELYcollectively, “INDEMNITEESIndemnitees”), JOINTLYjointly, SEVERALLYseverally, AND IN ANY COMBINATIONand in any combination, FORfor, FROM AND AGAINST ANY AND ALL ACTUALfrom and against any and all actual, ANTICIPATEDanticipated, OR THREATENED CIVIL OR ADMINISTRATIVE ACTIONSor threatened Civil or Administrative Actions, DEMANDSdemands, COSTScosts, CLAIMSclaims, LOSSESlosses, LIABILITIESliabilities, INJURYinjury, PENALTIESpenalties, FEES fees (INCLUDING DOCUMENT PRODUCTION FEESincluding document production fees), THE WAR TEAM EXPENSESexpenses, DAMAGE AWARDSdamage awards, JUDGMENTSjudgments, SETTLEMENT AMOUNTSsettlement amounts, AND OTHER DAMAGES and other damages (INCLUDING BUT NOT LIMITED TO COURT COSTSincluding but not limited to court costs, INVESTIGATION COSTSinvestigation costs, WITNESS FEESexpert witness fees, REASONABLE ATTORNEYSreasonable attorneys’ FEESfees, AND OTHER DEFENSE COSTSand other defense costs) (COLLECTIVELYcollectively, “LOSSESLosses”), WITHOUT ANY MONETARY LIMITATION OR CAPwithout any monetary limitation or cap, ARISING FROM OR RELATING IN ANY WAY TO ANY OF THE FOLLOWINGarising from or relating in any way to any of the following, OR ANY ALLEGATION OF ANY OF THE FOLLOWINGor any allegation of any of the following: (i) Agent’s performance of the Services; (ii) Agent’s performance of Professional Services (as that term is defined in THE WAR TEAMeXp’s E&O Policy); (iii) Agent’s breach of this ICA; (iv) Agent’s noncompliance with THE WAR TEAMeXp’s Policies; (v) any of Agent’s representations or warranties under this ICA being less than true, correct, and complete; (vi) any of the four conditions set forth in Section 10(c)10.c, above, not being or no longer being met; (vii) exercise of THE WAR TEAMeXp’s settlement authority as set forth in Section 10(d)10.d, above; (viii) the refutation of, or any attempt to refute, any of Agent’s waivers within this ICA or in THE WAR TEAMeXp’s Policies; (ix) any Team Agreement (as such term is defined in THE WAR TEAM the eXp P&Ps) to which Agent is or was a party; (x) Agent's filing of a Civil or Administrative Action against another real estate licensee affiliated with THE WAR TEAM eXp or any of its subsidiaries (regardless of whether prior written notice is provided to Agent’s Managing Broker); (xi) Agent's filing of a Civil or Administrative Action against THE WAR TEAMeXp, EXPI, any of THE WAR TEAMIEXPI’s subsidiaries, and/or any of its or their respective employees (regardless of whether prior written notice is provided to any of them);; (xii) Agent’s refusal to abide by eXp’s decision concerning settlement of a legal matter; (xiii) Agent’s refusal to cooperate with eXp in settlement of any legal matter; (xiv) Agent’s infringement of any intellectual property rights of any third party; (xv) Agent’s exercise of internet electronic commerce; (xvi) Agent’s failure to comply with any laws (including, without limitation, and for example only, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rules (TSR), the California Consumer Privacy Act (CCPA), the Personal Information Protection and Electronic Documents Act (PIPEDA), and both the UK and EEA General Data Protection Regulation (GDPR), and any of their respective implementing rulings and regulations, as applicable); (xvii) Agent’s failure to pay any taxes or tariffs; and (xvii) Agent’s use of technology, regardless of whether it was independently obtained by Agent, or provided or offered by or through eXp or any of its affiliated vendors, that is intended to or results in a phone call, text message, or other similar communication sent to any other party. Under no circumstance shall Agent control the defense in any actual, anticipated, or threatened Civil or Administrative Actions; such right of control shall at all times be and remain with Indemnitees, regardless of whether, or to what extent, Indemnitees enforce the financial aspects of Agent’s defense obligations. For avoidance of doubt, the eXp Realty Independent Contractor Agreement Page 6 of 10 Version: US 02.01.2024 ​ ​ ​ term “control the defense” includes, without limitation, actions such as selecting counsel, developing legal strategy, negotiating settlements, and entering settlement agreements.

Indemnification by Agent. AGENT IRREVOCABLY AGREES TO INDEMNIFYAgent irrevocably agrees to indemnify, DEFENDdefend, AND HOLD HARMLESS THE WAR TEAM. and hold harmless eXp, eXp World Holdings, Inc. (“THE WAR TEAMIEXPI”), EACH OF THE WAR TEAMI’S SUBSIDIARIESeach of EXPI’s subsidiaries, AND IT’S OR THEIR RESPECTIVE SHAREHOLDERSand it’s or their respective shareholders, DIRECTORSdirectors, OFFICERSofficers, MANAGERSmanagers, MEMBERSmembers, EMPLOYEESemployees, AGENTSagents, REPRESENTATIVESrepresentatives, AND AFFILIATES and affiliates (COLLECTIVELYcollectively, “INDEMNITEESIndemnitees”), JOINTLYjointly, SEVERALLYseverally, AND IN ANY COMBINATIONand in any combination, FORfor, FROM AND AGAINST ANY AND ALL ACTUALfrom and against any and all actual, ANTICIPATEDanticipated, OR THREATENED CIVIL OR ADMINISTRATIVE ACTIONSor threatened Civil or Administrative Actions, DEMANDSdemands, COSTScosts, CLAIMSclaims, LOSSESlosses, LIABILITIESliabilities, INJURYinjury, PENALTIESpenalties, FEES fees (INCLUDING DOCUMENT PRODUCTION FEESincluding document production fees), THE WAR TEAM EXPENSESexpenses, DAMAGE AWARDSdamage awards, JUDGMENTSjudgments, SETTLEMENT AMOUNTSsettlement amounts, AND OTHER DAMAGES and other damages (INCLUDING BUT NOT LIMITED TO COURT COSTSincluding but not limited to court costs, INVESTIGATION COSTSinvestigation costs, WITNESS FEESexpert witness fees, REASONABLE ATTORNEYSreasonable attorneys’ FEESfees, AND OTHER DEFENSE COSTSand other defense costs) ​ ​ (COLLECTIVELYcollectively, “LOSSESLosses”), WITHOUT ANY MONETARY LIMITATION OR CAPwithout any monetary limitation or cap, ARISING FROM OR RELATING IN ANY WAY TO ANY OF THE FOLLOWINGarising from or relating in any way to any of the following, OR ANY ALLEGATION OF ANY OF THE FOLLOWINGor any allegation of any of the following: (i) Agent’s performance of the Services; (ii) Agent’s performance of Professional Services (as that term is defined in THE WAR TEAMeXp’s E&O Policy); (iii) Agent’s breach of this ICA; (iv) Agent’s noncompliance with THE WAR TEAMeXp’s Policies; (v) any of Agent’s representations or warranties under this ICA being less than true, correct, and complete; (vi) any of the four conditions set forth in Section 10(c)10.c, above, not being or no longer being met; (vii) exercise of THE WAR TEAMeXp’s settlement authority as set forth in Section 10(d)10.d, above; (viii) the refutation of, or any attempt to refute, any of Agent’s waivers within this ICA or in THE WAR TEAMeXp’s Policies; (ix) any Team Agreement (as such term is defined in THE WAR TEAM the eXp P&Ps) to which Agent is or was a party; (x) Agent's filing of a Civil or Administrative Action against another real estate licensee affiliated with THE WAR TEAM eXp or any of its subsidiaries (regardless of whether prior written notice is provided to Agent’s Managing Broker); (xi) Agent's filing of a Civil or Administrative Action against THE WAR TEAMeXp, EXPI, any of THE WAR TEAMIEXPI’s subsidiaries, and/or any of its or their respective employees (regardless of whether prior written notice is provided to any of them);; (xii) Agent’s refusal to abide by xXx’s decision concerning settlement of a legal matter; (xiii) Agent’s refusal to cooperate with eXp in settlement of any legal matter; (xiv) Agent’s infringement of any intellectual property rights of any third party; (xv) Agent’s exercise of internet electronic commerce; (xvi) Agent’s failure to comply with any laws (including, without limitation, and for example only, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rules (TSR), the California Consumer Privacy Act (CCPA), the Personal Information Protection and Electronic Documents Act (PIPEDA), and both the UK and EEA General Data Protection Regulation (GDPR), and any of their respective implementing rulings and regulations, as applicable); (xvii) Agent’s failure to pay any taxes or tariffs; and (xvii) Agent’s use of technology, regardless of whether it was independently obtained by Agent, or provided or offered by or through eXp or any of its affiliated vendors, that is intended to or results in a phone call, text message, or other similar communication sent to any other party. Under no circumstance shall Agent control the defense in any actual, anticipated, or threatened Civil or Administrative Actions; such right of control shall at all times be and remain with Indemnitees, regardless of whether, or to what extent, Indemnitees enforce the financial aspects of Agent’s defense obligations. For avoidance of doubt, the term “control the defense” includes, without limitation, actions such as selecting counsel, developing legal strategy, negotiating settlements, and entering settlement agreements.

Indemnification by Agent. AGENT IRREVOCABLY AGREES TO INDEMNIFYAgent irrevocably agrees to indemnify, DEFENDdefend, AND HOLD HARMLESS THE WAR TEAM. and hold harmless eXp, eXp World Holdings, Inc. (“THE WAR TEAMIEXPI”), EACH OF THE WAR TEAMI’S SUBSIDIARIESeach of EXPI’s subsidiaries, AND IT’S OR THEIR RESPECTIVE SHAREHOLDERSand it’s or their respective shareholders, DIRECTORSdirectors, OFFICERSofficers, MANAGERSmanagers, MEMBERSmembers, EMPLOYEESemployees, AGENTSagents, REPRESENTATIVESrepresentatives, AND AFFILIATES and affiliates (COLLECTIVELYcollectively, “INDEMNITEESIndemnitees”), JOINTLYjointly, SEVERALLYseverally, AND IN ANY COMBINATIONand in any combination, FORfor, FROM AND AGAINST ANY AND ALL ACTUALfrom and against any and all actual, ANTICIPATEDanticipated, OR THREATENED CIVIL OR ADMINISTRATIVE ACTIONSor threatened Civil or Administrative Actions, DEMANDSdemands, COSTScosts, CLAIMSclaims, LOSSESlosses, LIABILITIESliabilities, INJURYinjury, PENALTIESpenalties, FEES fees (INCLUDING DOCUMENT PRODUCTION FEESincluding document production fees), THE WAR TEAM EXPENSESexpenses, DAMAGE AWARDSdamage awards, JUDGMENTSjudgments, SETTLEMENT AMOUNTSsettlement amounts, AND OTHER DAMAGES and other damages (INCLUDING BUT NOT LIMITED TO COURT COSTSincluding but not limited to court costs, INVESTIGATION COSTSinvestigation costs, WITNESS FEESexpert witness fees, REASONABLE ATTORNEYSreasonable attorneys’ FEESfees, AND OTHER DEFENSE COSTSand other defense costs) (COLLECTIVELYcollectively, “LOSSESLosses”), WITHOUT ANY MONETARY LIMITATION OR CAPwithout any monetary limitation or cap, ARISING FROM OR RELATING IN ANY WAY TO ANY OF THE FOLLOWINGarising from or relating in any way to any of the following, OR ANY ALLEGATION OF ANY OF THE FOLLOWINGor any allegation of any of the following: (i) Agent’s performance of the Services; (ii) Agent’s performance of Professional Services (as that term is defined in THE WAR TEAMeXp’s E&O Policy); (iii) Agent’s breach of this ICA; (iv) Agent’s noncompliance with THE WAR TEAMeXp’s Policies; (v) any of Agent’s representations or warranties under this ICA being less than true, correct, and complete; (vi) any of the four conditions set forth in Section 10(c)10.c, above, not being or no longer being met; (vii) exercise of THE WAR TEAMeXp’s settlement authority as set forth in Section 10(d)10.d, above; (viii) the refutation of, or any attempt to refute, any of Agent’s waivers within this ICA or in THE WAR TEAMeXp’s Policies; (ix) any Team Agreement (as such term is defined in THE WAR TEAM the eXp P&Ps) to which Agent is or was a party; (x) Agent's filing of a Civil or Administrative Action against another real estate licensee affiliated with THE WAR TEAM EXPI or any of its subsidiaries (regardless of whether prior written notice is provided to Agent’s Managing Broker); (xi) Agent's filing of a Civil or Administrative Action against THE WAR TEAMeXp, EXPI, any of THE WAR TEAMIEXPI’s subsidiaries, and/or any of its or their respective employees (regardless of whether prior written notice is provided to any of them);; (xii) Agent’s refusal to abide by eXp’s decision concerning settlement of a legal matter; (xiii) Agent’s refusal to cooperate with eXp in settlement of any legal matter; (xiv) Agent’s infringement of any intellectual property rights of any third party; (xv) Agent’s exercise of internet electronic commerce; (xvi) Agent’s failure to comply with any laws (including, without limitation, and for example only, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rules (TSR), the California Consumer Privacy Act (CCPA), the Personal Information Protection and Electronic Documents Act (PIPEDA), and both the UK and EEA General Data Protection Regulation (GDPR), and any of their respective implementing rulings and regulations, as applicable); (xvii) Agent’s failure to pay any taxes or tariffs; and (xvii) Agent’s use of technology, regardless of whether it was independently obtained by Agent, or provided or offered by or through eXp or any of its affiliated vendors, that is intended to or results in a phone call, text message, or other similar communication sent to any other party. Under no circumstance shall Agent control the defense in any actual, anticipated, or threatened Civil or Administrative Actions; such right of control shall at all times be and remain with Indemnitees, regardless of whether, or to what extent, Indemnitees enforce the financial aspects of Agent’s defense obligations. For avoidance of doubt, the term “control the defense” includes, without limitation, actions such as selecting counsel, developing legal strategy, negotiating settlements, and entering settlement agreements.