INDEPENDENT CONTRACTOR AND INDEMNIFICATION Sample Clauses
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. A. The parties acknowledge and agree that this Agreement does not create a fiduciary relationship between them, that Developer shall be an independent contractor and that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, Affiliate, joint venturer, partner, employee, joint employer or servant of the other for any purpose.
B. During the term of this Agreement, Developer shall hold itself out to the public as an independent contractor conducting its development operations pursuant to development rights granted by Licensor. Developer agrees to take such action as shall be necessary to that end, including, without limitation, exhibiting a notice of that fact in a conspicuous place in any Restaurant established under any Operating Agreement for the purposes hereunder, the content and form of which Licensor reserves the right to specify in writing.
C. Developer understands and agrees that nothing in this Agreement authorizes Developer or any Controlling Principal to make any contract, agreement, warranty or representation on Licensor's behalf, or to incur any debt or other obligation in Licensor's name and that Licensor shall in no event assume liability for, or be deemed liable under this Agreement as a result of any such action or for any act or omission of Developer or any Controlling Principal, or any claim or judgment arising therefrom.
(1) Developer and each Controlling Principal shall indemnify and hold harmless Licensor and its Affiliates and their respective officers, directors, shareholders, employees, managers, members, agents and representatives from any and all claims, demands, suits, proceedings, fines, losses, liabilities damages, costs and expenses (including reasonable attorneys' fees) suffered or incurred, directly or indirectly, by any one or more of them (collectively, "Damages") as a result of (a) any breach or other failure by Developer, Operating Principal or any Controlling Principal to perform its or his obligations hereunder or under any other instrument or agreement executed in connection herewith, or (b) any other action or inaction by Developer, Operating Principal, any Controlling Principal or any other person resulting from or in connection with the operation of any Restaurant; provided, however, that neither Developer, Operating Principal nor any Controlling Principal shall be liable for Damages resulting from Licensor's or its Affiliates' or their respective officers, dire...
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 18.01. This Agreement does not constitute Franchisee an agent, legal representative, joint venturer, partner, employee or servant of Franchisor for any purpose whatsoever. It is understood and agreed that Franchisee shall be an independent contractor and is in no way authorized to make any contract, agreement, warranty, or representation on behalf of Franchisor. The parties further agree that this Agreement does not create any fiduciary relationship between them.
18.02. During the term of this Agreement and any extensions hereof, Franchisee agrees to take such action as Franchisor deems reasonably necessary for Franchisee to inform and hold itself out to the public as an independent contractor operating the Franchised Business pursuant to a franchise from Franchisor, including, without limitation, exhibiting a notice of that fact at the Franchised Business in form and substance satisfactory to Franchisor.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 1. That Licensee is an independent contractor and, except for responsibilities imposed on the Licensor and Property Owners by the Act, Little Act, and rules and regulations implementing them, solely responsible for the proper operation of the Facility consistent with the terms of the Agreement.
2. The Licensee is responsible for the payment of Social Security, Income Tax, State Sales Tax, Unemployment and all other taxes applicable to an independent contractor and arising from the operation of the Facility.
3. Except as specifically stated within this Agreement, Licensor shall not have the power to hire or fire Licensee's employees, control or have access to Licensee's funds or the expenditures of such funds, or in any other way exercise control over the Licensee's actions relative to this Agreement, except where necessary to ensure Licensee’s compliance with the terms of this Agreement.
4. Nothing in this Agreement shall be construed as creating an employment relationship, partnership, joint venture or agency between the parties or their respective employees, agents or representatives. Nor shall this Agreement be construed as creating any obligation on the part of either party for any debts or liabilities of the other or of any employee, agent or representative.
5. To indemnify, defend, and hold the Licensor harmless from all claims, suits, judgments, or damages arising out of the negligent acts, negligent omissions or willful conduct of the Licensee, its employees, agents or representatives. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, nor shall anything in this Agreement be construed as consent by a state agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any agreement.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 12.1 It is understood and agreed by the parties that: (1) neither this Agreement nor the Processing Agreement creates a fiduciary relationship between them; (2) Licensee shall be an independent contractor in its use of the License; (3) Licensor shall be an independent contractor in performing its obligations under Section 9 hereof; and (4) nothing in this Agreement or the Processing Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose whatsoever.
12.2 It is understood and agreed that nothing in this Agreement authorizes either party to make any contract, agreement, warranty, or representation on the other party's behalf, or to incur any debt or other obligation in the other party's name; and that the other party shall in no event assume liability for, or be deemed liable hereunder as a result of, any such action.
12.3 Licensor shall indemnify and hold Licensee harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (collectively, "Liabilities"), and agrees to promptly defend Licensee from, and reimburse Licensee for, all such Liabilities, including, without limitation, reasonable attorney's fees, arising or resulting from:
(1) any challenge by another person to any patent, trademark or intellectual property interest used by Licensee under this Agreement; or (2) Licensor's negligence or wrongdoing in any related proceeding; or (3) any failure of the System, the Program or Licensor to comply, and to cause all Loans to be in compliance, with any applicable Federal or state law, rule or regulation (including without limitation the Consumer Credit Protection Act, the Fair Credit Reporting Act, the Real Estate Settlement Procedures Act, the Federal Trade Commission Act, and state statutes purporting to regulate or license the origination of or terms and conditions of Loans generated by the Program); (4) any challenge to Licensee's authority to use the System and operate the Program; (5) any breach of Licensor's representations and warranties under this Agreement; or (6) any and all claims by borrowers relating to any matters referenced under foregoing clauses (1) through (5)
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 10.1 It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them; that Developer shall be an independent contractor; and, that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or serve an of the other for any purpose whatsoever.
10.2 During the term of this Agreement, Developer shall hold itself out to the public to be an independent contractor operating pursuant to this Agreement. Developer agrees to take such affirmative action as shall be necessary to do so, including, without limitation, exhibiting a notice of that fact in a conspicuous place in the franchised premises, the content of which the Company reserves the right to specify.
10.3 Developer understands and agrees that nothing in this Agreement authorizes Developer to make any contract, agreement, warranty, or representation on the Company’s behalf, or to incur any debt or other obligation in the Company’s name; and, that the Company shall in no event assume liability for, or be deemed liable as a result of, any such action, or by reason of any act or omission of Developer in Developer’s operations hereunder, or any claim or judgment arising therefrom against the Company. Developer shall indemnify and hold the Company harmless against any and all such claims directly or indirectly from as a result of, or in connection with Developer’s operations hereunder, as well as the costs, including attorney’s fees, of defending against them.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 25 XII. APPROVALS.........................................................27
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 13.1 This Agreement does not constitute Developer an agent, legal representative, joint venturer, partner, employee or servant of Franchisor for any purpose whatsoever, and it is understood between the parties hereto that Developer shall be an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of El Pollo Loco. The parties agree that this Agreement does not create a fiduciary relationship between them.
13.2 Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer. Developer shall indemnify and save Franchisor harmless against any such claim and the cost of defending it arising directly or indirectly from or as a result of, or in connection with, Developer’s actions pursuant to this Agreement.
13.3 Developer shall grant no security interest in Developer’s business or any of its assets, including the furniture, fixtures and equipment located in the Restaurants, unless the secured party agrees that in the event of any default by Developer under any documents relating to such security interests, Franchisor shall have the right and option to purchase the rights of the secured party in any such business, furniture, fixtures, equipment or assets at the fair market value of such assets.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. A. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them; that you must be an independent contractor; and that nothing in this agreement is intended to constitute either party as an agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose whatsoever.
B. During the term of this Agreement and any extensions hereof, you must hold yourself out to the public as an independent contractor operating the business pursuant to a license from us. You agree to take such action as may be necessary to do so, including, without limitation, exhibiting a notice of that fact in a conspicuous place in the licensed premises, the content and form of which we reserve the right to specify.
C. It is understood and agreed that nothing in this Agreement authorizes you to make any contract, agreement, warranty, or representation on our behalf, or to incur any debt or other obligation in our name; and that we will in no event assume liability for, or be deemed liable hereunder as a result of, any such action; nor will we be liable by reason of any of your acts or omissions in your conduct of the Licensed Business or for any claim or judgment arising therefrom against you or us. You must indemnify and hold us, and our officers, directors, and employees, harmless against any and all claims arising directly or indirectly from, as a result of, or in connection with your operation of the Licensed Business, as well as the costs, including attorney's fees, of defending against them.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 36 XXIII.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 14.1 This Agreement does not constitute Developer an agent, legal representative, joint venturer, partner, employee or servant of Franchisor for any purpose whatsoever, and it is understood between the parties hereto that Developer shall be an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of El Pollo Loco. The parties agree that this Agreement does not create a fiduciary relationship between them.
14.2 Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer. Developer shall indemnify and save Franchisor harmless against any such claim and the cost of defending it arising directly or indirectly from or as a result of, or in connection with, Developer’s actions pursuant to this Agreement.