INDEPENDENT CONTRACTORS; INDEMNIFICATION. 13 10 ASSIGNMENT........................................................14 11 ARBITRATION.......................................................16 12 ENFORCEMENT.......................................................18 13
INDEPENDENT CONTRACTORS; INDEMNIFICATION. Independent Contractor agrees to indemnify ITH and hold ITH harmless from any and all claims, actions, damages, injuries, costs and expenses, including attorney's fees, of whatsoever nature, arising from (i) Independent Contractor's failure to perform under this Agreement; (ii) the improper or unlawful operation of business by Independent Contractor; or (iii) any fault, failure to act, or negligence of Independent Contractor or Independent Contractor's agents or employees, but in no such event, arising, in whole or in part, directly or indirectly, from any fault or negligence of ITH.
INDEPENDENT CONTRACTORS; INDEMNIFICATION. 11 12. SALES REPORTS, FINANCIAL STATEMENTS AND AUDIT RIGHTS.............12 13. FRANCHISOR'S RIGHT OF FIRST REFUSAL TO PURCHASE..................12 14.
INDEPENDENT CONTRACTORS; INDEMNIFICATION. 17.1 Company and Franchisee understand and agree that this Agreement does not create a fiduciary relationship between them, that Company and Franchisee are and will be independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, joint venturer, partner, or employee of the other for any purpose. Franchisee agrees to conspicuously identify itself in all dealings with others as the owner of the STORE under a franchise Company has granted and will conspicuously and prominently place such other notices of independent ownership on such forms, business cards, stationery, advertising and other materials as Company may require from time to time.
INDEPENDENT CONTRACTORS; INDEMNIFICATION. (a) In the performance of their respective duties under this Services Agreement, the Professional Corporation and Centers shall at all times be acting and performing as independent contractors. Without limiting the generality of the foregoing, neither Centers nor any of its affiliates shall in any particular instance exercise any control or direction over the medical methods, procedures and practices utilized and protocols employed by the Professional Corporation and its Staff either in the performance of their medical duties or in the provision of medical services and care hereunder, or interfere in the medical judgment of the Staff, or cause the Staff to do or take any action which would be inconsistent with their physician-patient responsibilities.
INDEPENDENT CONTRACTORS; INDEMNIFICATION. Each Party is an independent contractor and not an agent of or joint venturer with the other Party, any Payer, or any provider. Each Party shall be responsible for its own actions and those of its employees and subcontractors. Each Party (the “Indemnifying Party”) agrees to hold the other Party (the “Indemnified Party”) harmless, and defend and indemnify the Indemnified Party, its employees and subcontractors, from any claim or suit brought against the Indemnified Party, its employees or subcontractors arising out of a breach of this Agreement or any material obligations, or any covenants, warranties, or representations undertaken or made, respectively, hereunder of this Agreement, or the grossly negligent or willful actions or failures to act, by the Indemnifying Party or by any officer or employee or subcontractor of the Indemnifying Party.
INDEPENDENT CONTRACTORS; INDEMNIFICATION. INDEPENDENT CONTRACTORS E & C and the Franchisee are each independent contractors and, as ELEPHANT & CASTLE INTERNATIONAL, INC. 5 GTM/LEH/JAW 042199 ALAMO GRILL FRANCHISE AGREEMENT 475250.5 a consequence, there is no employer-employee or principal-agent relationship between E & C and the Franchisee. The Franchisee will not have the right to and will not make any agreements, representations or warranties in the name of or on behalf of E & C or represent that their relationship is other than that of franchisor and franchisee. Neither E & C nor the Franchisee will be obligated by or have any liability to the other under any agreements or representations made by the other to any third parties. INDEMNIFICATION E & C will not be obligated to any person or entity for any damages arising out of, from, in connection with, or as a result of the Franchisee's negligence, the Franchisee's wrongdoing or the operation of the Franchisee's Alamo Grill-TM- Restaurant. Therefore, the Franchisee will indemnify and hold E & C harmless against, and will reimburse E & C for, all damages for which E & C is held liable and for all costs incurred by E & C in the defense of any claim or action brought against E & C arising from, in connection with, arising out of, or as a result of the Franchisee's negligence, the Franchisee's wrongdoing or the operation of the Franchisee's Alamo Grill-TM- Restaurant including, without limitation, attorneys' fees, investigation expenses, court costs, deposition expenses, and travel and living expenses. The Franchisee will indemnify E & C, without limitation, for all claims and damages arising from, out of, in connection with, or as a result of: (a) any personal injury, property damage, commercial loss or environmental contamination resulting from any act or omission of the Franchisee or its employees, agents or representatives; (b) any failure on the part of the Franchisee to comply with any requirement of any laws or any governmental authority; (c) any failure of the Franchisee to pay any of its obligations to any person or entity; (d) any failure of the Franchisee to comply with any requirement or condition of this Agreement or any other agreement with E & C; (e) any misfeasance or malfeasance by the Franchisee; and (f) any tort. E & C will have the right to defend any claim made against it arising from, as a result of, in connection with or out of the Franchisee's negligence or the operation of the Franchisee's Alamo Grill-TM- Restaurant. PAYMENT...
INDEPENDENT CONTRACTORS; INDEMNIFICATION. 20 21. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 22. Failures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 23.
INDEPENDENT CONTRACTORS; INDEMNIFICATION. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them, that COMPANY and DEVELOPER are and shall be 70 77 independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, joint venturer, partner, or employee of the other for any purpose. DEVELOPER shall conspicuously identify itself in all dealings with customers, suppliers, vendors, public officials, DEVELOPER personnel, and others as a developer of UNITS licensed by COMPANY and shall conspicuously and prominently place such other notices of independent ownership on such forms, business cards, stationery, advertising, and such other materials as COMPANY may require from time to time. DEVELOPER agrees to defend and hold COMPANY, its Affiliates and their respective shareholders, directors, officers, employees, agents, successors and assignees harmless against and to reimburse them for:
INDEPENDENT CONTRACTORS; INDEMNIFICATION. 9.1 The relationship between the Parties established by this Agreement is that of independent contractors in which SecureTech is vendor and Dealer is vendee of the Products.
