Common use of Indemnity and Limitation of Liability Clause in Contracts

Indemnity and Limitation of Liability. To the extent permitted by law the Trustees jointly and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other act or omission on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basis.

Indemnity and Limitation of Liability. To the extent permitted by law the Trustees jointly The SANBS shall have no obligations and/or responsibility to and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part in respect of any Indemnified Personcontractors appointed and /or third parties and the Service Provider hereby indemnifies the SANBS, its employees and agents against any claims whatsoever and howsoever arising out of this agreement. The Service Provider’s total liability to SANBS shall be limited, in the aggregate, to, unless otherwise agreed upon to an amount equal 100% (one hundred percent) in connection with the provision total Fees payable and paid to the Service Provider. In no event will either SANBS be liable for any direct, indirect, special or consequential damages, arising out of the Services or the performance relating to its breach of the Agreement. The Administrator accepts this indemnity , provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability which such SANBS is entitled to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement indemnification hereunder, such damages shall be limited to the amount paid out in the relevant case by the professional liability insurance 20% (twenty percent) of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) Fees paid to the Administrator for Service Provider in terms of this Agreement in the Services during preceding 1 (one) year. The limitations of liability set forth in clauses and shall not apply with respect to: Damages or occasioned by the twelve months prior fraud, wilful misconduct or gross negligence of the Party; claims that are the subject of indemnification under the Agreement; damages occasioned by a breach or violation of the Applicable Law by the Party; damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], under the Agreement; damages which are caused by the Party’s breach of the other Party’s or any Third Party's Intellectual Property rights; damages arising from a breach by the Party of any warranties provided under the Agreement; damages associated with the Party being the cause of any damage to the other Party's property; damages in respect of any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising resulting from the negligence Party’s wilful and / or gross negligent act; and damages in respect of any liability that cannot be excluded in terms of any Applicable Law. Any damages which may be suffered by any SANBS pursuant to the Agreement or the subject matter of it or them, shall be recoverable in accordance with the terms of this Agreement. confidentiality A Party which receives Confidential Information ("the Receiving Party") from the other Party ("the Disclosing Party") shall treat and hold it as confidential. The Receiving Party undertakes and agrees that in order to protect the proprietary interests of the Administrator Disclosing Party in and to its Confidential Information, The Receiving Party will not at any time without the prior written consent of the other Party, whether during the currency of this Agreement or at any Indemnified Person time thereafter, either use any Confidential Information of the Disclosing Party or for directly or indirectly divulge or disclose any Confidential Information of the Administrator’s liability arising as a result Disclosing Party to third parties. Instructions, drawings, notes, memoranda and records of fraud on whatever nature relating to the Confidential Information of the Disclosing Party which have or will come into the possession of the Receiving Party, will be and will at all times remain the sole and absolute property of the Disclosing Party. The afore going obligations will not apply to any information which – is lawfully in the public domain at the time of disclosure to the Receiving Party; subsequently becomes lawfully part of the Administrator public domain by publication or otherwise; subsequently becomes available to the Receiving Party from a source other than the Disclosing Party which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information to the Receiving Party; or is disclosed pursuant to requirement or request by operation of any Indemnified Personlaw, regulation of court order. The Administrator shall Disclosing Party may at any time on written request to the Receiving Party, require that the Receiving Party immediately return to the Disclosing Party any Confidential Information and may, in addition, require that the Receiving Party furnish a written statement to the effect that upon such return, it has not be liable for loss of profits retained in its possession or under its control, either directly or indirectly, any indirect such Confidential Information or consequential loss or damage arising from or in connection material. Alternatively, the Receiving Party shall, as and when required by the Disclosing Party on written request to the Receiving Party, destroy all such Confidential Information and material and furnish the Disclosing Party with a written statement to the Serviceseffect that the same has been destroyed. The Administrator Receiving Party shall not be liable for any loss or damage arising from or in connection comply with any default or other act or omission on the part request in terms of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basisthis within 7 (seven) days of receipt of such request.

Indemnity and Limitation of Liability. To the extent permitted by law the Trustees jointly The SANBS shall have no obligations and/or responsibility to and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part in respect of any Indemnified Personcontractors appointed and /or third parties and the Service Provider hereby indemnifies the SANBS, its employees and agents against any claims whatsoever and howsoever arising out of this agreement. The Service Provider’s total liability to SANBS shall be limited, in the aggregate, to, unless otherwise agreed upon to an amount equal 100% (one hundred percent) in connection with the provision total Fees payable and paid to the Service Provider. In no event will either SANBS be liable for any direct, indirect, special or consequential damages, arising out of the Services or the performance relating to its breach of the Agreement. The Administrator accepts this indemnity , provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability which such SANBS is entitled to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement indemnification hereunder, such damages shall be limited to the amount paid out in the relevant case by the professional liability insurance 20% (twenty percent) of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) Fees paid to the Administrator for Service Provider in terms of this Agreement in the Services during preceding 1 (one) year. The limitations of liability set forth in clauses 9.2 and 9.3 shall not apply with respect to: Damages or occasioned by the twelve months prior fraud, wilful misconduct or gross negligence of the Party; claims that are the subject of indemnification under the Agreement; damages occasioned by a breach or violation of the Applicable Law by the Party; damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], under the Agreement; damages which are caused by the Party’s breach of the other Party’s or any Third Party's Intellectual Property rights; damages arising from a breach by the Party of any warranties provided under the Agreement; damages associated with the Party being the cause of any damage to the other Party's property; damages in respect of any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising resulting from the negligence Party’s wilful and / or gross negligent act; and damages in respect of any liability that cannot be excluded in terms of any Applicable Law. Any damages which may be suffered by any SANBS pursuant to the Agreement or the subject matter of it or them, shall be recoverable in accordance with the terms of this Agreement. confidentiality A Party which receives Confidential Information ("the Receiving Party") from the other Party ("the Disclosing Party") shall treat and hold it as confidential. The Receiving Party undertakes and agrees that in order to protect the proprietary interests of the Administrator Disclosing Party in and to its Confidential Information, The Receiving Party will not at any time without the prior written consent of the other Party, whether during the currency of this Agreement or at any Indemnified Person time thereafter, either use any Confidential Information of the Disclosing Party or for directly or indirectly divulge or disclose any Confidential Information of the Administrator’s liability arising as a result Disclosing Party to third parties. Instructions, drawings, notes, memoranda and records of fraud on whatever nature relating to the Confidential Information of the Disclosing Party which have or will come into the possession of the Receiving Party, will be and will at all times remain the sole and absolute property of the Disclosing Party. The aforegoing obligations will not apply to any information which – is lawfully in the public domain at the time of disclosure to the Receiving Party; subsequently becomes lawfully part of the Administrator public domain by publication or otherwise; subsequently becomes available to the Receiving Party from a source other than the Disclosing Party which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information to the Receiving Party; or is disclosed pursuant to requirement or request by operation of any Indemnified Personlaw, regulation of court order. The Administrator shall Disclosing Party may at any time on written request to the Receiving Party, require that the Receiving Party immediately return to the Disclosing Party any Confidential Information and may, in addition, require that the Receiving Party furnish a written statement to the effect that upon such return, it has not be liable for loss of profits retained in its possession or under its control, either directly or indirectly, any indirect such Confidential Information or consequential loss or damage arising from or in connection material. Alternatively, the Receiving Party shall, as and when required by the Disclosing Party on written request to the Receiving Party, destroy all such Confidential Information and material and furnish the Disclosing Party with a written statement to the Serviceseffect that the same has been destroyed. The Administrator Receiving Party shall not be liable for any loss or damage arising from or in connection comply with any default or other act or omission on the part request in terms of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basisthis within 7 (seven) days of receipt of such request.

Indemnity and Limitation of Liability. To Subject to Article 11.1(b) below, the extent permitted by law Concessionaire shall be responsible for, release, hold harmless and indemnify the Trustees jointly KMC, NMCG, the KMC Related Parties and severally undertake the NMCG Related Parties on demand from and agree to indemnify each Indemnified Person against against, all and any costssuits, actions, claims, demands, losses, expensesdamages, damages and liabilities whatsoever fines, penalties, costs or expenses (including without limitation costs of legal costs and expensesfees) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for for: death or personal injury arising from of any person; loss of or damage to property; non-compliance with Applicable Laws or Applicable Permits (including specifically, environmental laws and environmental consents); any damage caused to the negligence environment by the Concessionaire (including specifically, due to the Concessionaire's failure to meet the Discharge Standards); and any third party losses or claims; which may arise out of, or in consequence of the Administrator performance or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part non-performance of the Administrator or of any Indemnified PersonConcessionaire's obligations under this Agreement. The Administrator Concessionaire shall not be liable responsible or be obliged to indemnify the KMC or NMCG for loss any injury, loss, damage, cost and expense caused by the negligence or Willful Misconduct of profits the KMC, NMCG, the KMC Related Parties or any indirect the NMCG Related Parties or consequential loss by a breach by the KMC or damage arising from or in connection with the ServicesNMCG of their respective obligations under this Agreement. The Administrator KMC and NMCG shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against them in respect of, resulting from, related to or arising out of any matter for which they are entitled to be indemnified under this Agreement, and the reasonable costs and expenses (including legal fees) thereof, shall be subject to the indemnification obligations of the Concessionaire. If, however, the Concessionaire acknowledges in writing its obligations to indemnify the KMC and/or NMCG in respect of loss to the full extent provided by this Agreement, the Concessionaire shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding at its expense and through a counsel of its choice if it gives prompt notice of its intention to do so to the KMC and NMCG and reimburses the KMC and/or NMCG for the costs and expenses incurred by the KMC and/or NMCG prior to the assumption by the Concessionaire of such defence. A Party shall not settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Parties, which consent shall not be liable for any loss unreasonably withheld or damage arising from delayed. Notwithstanding the foregoing, the KMC and/or NMCG shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel, as and when incurred, shall be at the expense of the KMC or in connection with any default or other act or omission on NMCG, as the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basiscase may be.

Indemnity and Limitation of Liability. To the extent permitted by law the Trustees jointly and severally undertake and agree 15.1 Seller agrees to indemnify and hold harmless Buyer, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (Buyer and each such person being an "Indemnified Person Party") from and against any and all and any costslosses, claims, losses, expenses, damages and liabilities whatsoever liabilities, joint or several, to which such Indemnified Party may become subject, and relating to or arising out of (including without limitation legal costs and expensesi) that may be incurred any material breach by Seller or suffered by any Indemnified Person however arising party to a Transaction Document (other than by reason of fraud Buyer or dishonesty on the part Buyer's Affiliates) of any provision of this Agreement or any Transaction Document (including representations and warranties), and (ii) any violation by Seller or such a party of applicable laws or regulations, and will reimburse any Indemnified PersonParty for all expenses (including the reasonable counsel fees and expenses of not more than one law firm) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Seller. Seller will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from the Services Indemnified Party's breach of a material term of this Agreement or the performance of the Agreementany Transaction Document, willful misconduct or gross negligence. The Administrator accepts this indemnity for itself and as trustee for each Seller also agrees that no Indemnified Person. It should be noted that this clause 4 Party shall survive the expiry or termination of the Agreement. The Administrator’s have any liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator Seller or any Indemnified Person asserting claims on behalf of or for the Administrator’s liability arising in right of Seller in connection with or as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits matter referred to in this Agreement or any indirect Transaction Document except to the extent that any losses, claims, damages, liabilities or consequential loss expenses incurred by Seller result from the Indemnified Party's breach of a material term of this Agreement or damage arising from any Transaction Document, or in connection with the Services. The Administrator shall not be liable for any loss Indemnified Party's gross negligence or damage arising from or in connection with any default or other act or omission on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basiswillful misconduct.

Indemnity and Limitation of Liability. To Any Member, each Manager and any Person acting on behalf of the extent permitted Company (each an “Indemnified Person”), (a) shall be held harmless, defended and indemnified by law the Trustees jointly Company from and severally undertake against any cost, claim, liability, loss, damage or expense (including, without limitation, all attorneys’ fees and agree to indemnify each expenses, expert witness fees and expenses, court costs and costs of investigation) suffered or incurred by an Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason virtue of fraud or dishonesty on the part of any such Indemnified Person) ’s acting as or on behalf of the Manager or the Company in connection with the provision Company’s activities and (b) shall not be liable to the Company, the Manager or any Member for any cost, claim, liability, loss, damage or expense suffered or incurred in connection with the Company’s activities; provided that (i) if such cost, claim, liability, loss, damage or expense arises out of the Services any action or the performance inaction of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each any such Indemnified Person. It should , such course of conduct must not have constituted gross negligence, or willful misconduct by such Indemnified Person; (ii) the Company shall, on demand, pay all costs, expenses, attorneys’ fees and expert witness fees as and when incurred by an Indemnified Person in connection with any such cost, claim, liability, loss, damage or expense if the Indemnified Person undertakes to repay the same to the Company in the event that it is finally determined by a court of competent jurisdiction that the Indemnified Person shall not have been entitled to indemnification hereunder; and (iii) the rights granted under this section shall not be noted that this clause 4 affected by, and shall survive the expiry survive, any dissolution or termination of the Agreement. The Administrator’s liability to Company and the Trustees in respect of anything done death, disability, incapacity, resignation, withdrawal, insolvency or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or dissolution of any Indemnified Person. The Administrator shall not be liable for loss of profits Manager or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other act or omission on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basisMember.

Indemnity and Limitation of Liability. To Subject to paragraph 9.1(c), either party’s liability for an infringement of obligations under this Agreement will be limited to damages caused intentionally or by gross negligence. In no event will either party be liable to the extent permitted other for indirect, punitive or consequential damages of any kind. Any exclusion or limitation of liability of Fairtrade ANZ includes the personal liability of employees, legal representatives and vicarious agents of the Fairtrade Group as well as the liability of the organisations in the Fairtrade Group. In any event and under all circumstances, Fairtrade ANZ’s entire and total cumulative liability to the Client for breach of any provision of this Agreement or otherwise shall never exceed the total amount paid by law the Trustees jointly Client to Fairtrade ANZ hereunder. The Client will be liable for and severally undertake indemnify Fairtrade ANZ together with its staff, consultants, agents and agree to indemnify each representatives, including its appointed Auditors (together, Indemnified Person Parties) against any and all and any liability, loss, damages, costs, claimslegal costs, losses, expenses, damages professional and liabilities whatsoever (including without limitation legal costs and expenses) that may be other expense of any nature incurred or suffered by any or all of the Indemnified Person however Parties arising (out of any dispute or contractual, tortious or other than claims or proceedings brought against any or all of the Indemnified Parties by any person claiming relief against any or all of the Indemnified Parties by reason of fraud the manufacture, distribution, importation, labelling, storage, promotion, offering for sale, sale, supply or dishonesty on the part use of any Indemnified Person) in connection with Products by the provision of the Services Client or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability its Subcontractors, except to the Trustees in respect extent that any such claims arise as a direct result of anything done or omitted to be done a breach of this Agreement by Fairtrade ANZ. For the Administrator under the Agreement shall be limited avoidance of doubt, no indemnity is provided to the amount paid out Client by Fairtrade ANZ pursuant to this Agreement or otherwise. Nothing in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator this paragraph shall be limited restrict or limit either Party's general obligation at Law to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to mitigate a maximum liability of £40,000 provided that the Administrator does not exclude loss it may suffer or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising incur as a result of fraud on an event that may give rise to a claim under this indemnity. Force Majeure Neither party will be liable in damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its reasonable control including, but not limited to natural disasters, Government restrictions (including the part denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the Administrator party whose performance is affected. The right to terminate will not be affected. If either party is prevented from, or delayed in, performing any duty under this Agreement, then this party shall immediately notify the other party of the event, of the duty affected, and of the expected duration of the event. If any Force Majeure event prevents or delays performance of any Indemnified Person. The Administrator shall not be liable duty under this Agreement for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other act or omission more than sixty days, then either party may on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against due notification to the other Indemnified Persons on a personal basisparty terminate the Agreement.