Liability and Indemnity Clause Samples
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Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract.
b. The Contractor shall defend, indemnify and save harmless the City, its elected or appointed officials, agents and employees from and against any and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims in any manner caused by, or allegedly caused by, or arising out of, or connected with, this contract, or the work or any subcontract thereunder (the Contractor hereby assuming full responsibility for relations with subcontractors), including, but not limited to, claims for personal injuries, death, property damage, or for damages from the award of this contract to Contractor, notwithstanding any possible negligence, whether sole or concurrent, on the part of the City, its officials, agents and employees.
c. The Contractor shall indemnify and hold the City harmless from all wages or overtime compensation due any employees in rendering services pursuant to this agreement or any subcontract, including payment of reasonable attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law.
d. The indemnification obligations of Contractor hereunder shall not be limited by any limitations as to the amount or type of damages, compensation or benefits payable by or for the Contractor, under any federal or state law, to any person asserting the claim against City, its elected or appointed officials, agents and employees, for which indemnification is sought.
e. The indemnification obligations herein shall not negate, abridge or reduce in any way any additional indemnification rights of the City, its elected or appointed officials, agents and employees, which are otherwise available under statute, or in law or equity.
f. Contractor affirms that it has had the opportunity to recover the costs of the liability insurance required in this agreement in its contract price. Contractor’s obligation under this agreement to defend, indemnify, and hold harmless any person from that person’s own negligence or wrongdoing is limited to the coverage an...
Liability and Indemnity a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any compa...
Liability and Indemnity. 14.1. Nothing in this Agreement shall limit or exclude the liability of either Party for: (a) death or personal injury resulting from negligence; or (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited by Applicable Law.
14.2. Neither Party shall be liable to the other for any special, indirect or consequential loss or damage whatsoever, whether or not that Party was advised in advance of the possibility of such loss or damage.
14.3. Neither We (nor any Agent) shall be liable to You, or to any other person in respect of anything done or omitted to be done by Us (or any Agent) in carrying out duties under this Agreement unless there is fraud, dishonesty or gross negligence on the part of Us (or an Agent).
14.4. Subject to Clauses 14.1, 14.2 and 14.3, Our total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the lower of: (a) three times the Fees received during the 12 (twelve) month period before the event occurred; or (b) £2,000,000 (two million pounds).
14.5. You shall keep Us, and each of Our Affiliates, Agents, Officers and employees (collectively known together as “Indemnified Persons”) indemnified against all liabilities, costs, expenses, damages, interest and losses (including but not limited to any direct losses, loss of profit, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by an Indemnified Person howsoever arising (other than by reason of fraud, dishonesty or gross negligence on the part of an Indemnified Person) in connection with the provision of the Services any claim or the performance of this Agreement.
14.6. Neither Us, nor any of Our Officers, shall be required to take any legal action either in Our/their own name or in the name of any managed client entity unless fully indemnified to their reasonable satisfaction for all costs and liabilities likely to be incurred or suffered by Us or any of Our Officers as the case may be and, if the Principal or any managed client entity requires Us or any of Our Officers in any capacity to take any action which in Our opinion, or any of Our Officers opinion, might make Us or any of Our Officers liable for the payment of money or liable in any other way, then We or any of Our O...
Liability and Indemnity. 7.1 Nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by our negligence; any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; fraud; or any other liability which cannot be excluded or limited under applicable law.
7.2 This clause 7 applies in addition to any limitation of liability specific to a particular service as set out in Schedules 1 and 2.
7.3 Except as expressly and specifically provided in this Agreement:
7.3.1 you assume sole responsibility for results obtained from the use of the Services and any Software, and for conclusions drawn from such use. We shall have no liability to you or any third parties for any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Services and/or any Software, or any actions taken by us at your direction;
7.3.2 the Services and Software are provided to you on an "as is" basis and except as set out herein all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
7.4 Subject to clause 7.1, we shall have no liability to you or any third parties for:
7.4.1 any loss of profits; loss of anticipated savings; loss of business opportunity or loss of goodwill or wasted management time which you may suffer, whether they arise directly or indirectly or are immediate or consequential and whether they arise in contract, tort (including negligence) or otherwise; or
7.4.2 any indirect or consequential loss or special damage (even though we were aware of the circumstances in which such special damage could arise); or
7.4.3 any and all problems, delays, delivery failures and all other loss or damage or costs or expenses incurred by you arising from or caused by your System; your equipment; your network; your failure to maintain internet connectivity or any breach of your obligations under this Agreement; or
7.4.4 any loss of, or damage to, your System caused by any third party (except those third parties subcontracted by Us to perform any of the Services).
7.5 In the event that you suffer loss of or damage to your Data, incur any fines from a regulatory body or incur any claim from a third party as a result of our breach of this Agreement or the negligence of our personnel, our total liability to you for loss of or damage shall b...
Liability and Indemnity. Without prejudice to any other terms of this Agreement, relating to the limitation of liability and provision of indemnities, the following clauses shall apply to our Electronic Services.
Liability and Indemnity. 10.1 Buyer shall indemnify, defend, HOLD and save harmless the Seller Indemnitees from and against any and all Claims and Losses of Third Parties for loss of or damage to any property whatsoever or for injury, including fatal injury, and death to any person whatsoever that arise out of or are connected with actions or omissions in the performance by Buyer of its obligations under this Agreement, or that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Buyer, Buyer’s customers, or their respective Affiliates or their contractors or carriers of any tier, of any Fuel after such Fuel has been delivered to the Delivery Point, except in each case to the extent caused by Seller’s breach of the Agreement, or the negligence or willful misconduct of Seller or any Seller Indemnitee.
10.2 Seller shall indemnify, defend and save harmless the Buyer Indemnitees from and against any and all Claims and Losses of Third Parties for loss of or damage to any property whatsoever or for injury, including fatal injury, and death to any person whatsoever that arise out of or are connected with actions or omissions in the performance by Seller of its obligations under this Agreement, or that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Seller or its Affiliates or their contractors or carriers of any tier, of any Fuel prior to the time such Fuel has been delivered to the Delivery Point, except in each case to the extent caused by Buyer’s breach of the Agreement, the negligence or willful misconduct of Buyer or any Buyer Indemnitee.
10.3 The liability of Seller for any loss, damage, claim or other expenditure arising from Seller failing to perform its obligations under the Agreement shall be limited to the prompt refund of the price of an affected delivery or (at Seller’s option), the replacement of affected Fuel at no additional cost to Buyer. The preceding sentence and limitations shall not apply in relation to any indemnities owed by the Seller to the Buyer, including under preceding Section 10.2.
10.4 Notwithstanding anything to the contrary in these General Terms and Conditions or the Agreement, neither Party shall, under any circumstances, be liable to the other Party for consequential, incidental, special, punitive, or exemplary damages arising out of or related to the transactions ...
Liability and Indemnity. IUCN shall not be held liable for any damage caused or sustained by the Consultant, including any damage caused to its employees and / or third parties as a consequence of or during the provision of the Services or the implementation of the Present Agreement.
Liability and Indemnity. You agree that we shall not be liable for any default of any counterparty, bank, custodian or other entity which holds money on your behalf or with or through whom transactions are conducted. The Company will not be liable for loss suffered by you in connection to your funds held by us, unless such loss directly arises from our gross negligence, willful default or fraud.
Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND.
16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER.
16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH
16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR
16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER
16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY:
16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR
16.4.2 FOR FRAUD; OR
16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR
16.4.4 FOR GROSS NEGLIGENCE; OR
16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY.
16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT.
16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF:
16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR
16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR
16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING.
16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPE...
Liability and Indemnity. 17.1 Neither Party may limit its liability for personal injury or death caused by negligence, fraud or fraudulent representation.
17.2 Subject to clause 17.1, the Authority does not accept any liability to the Grantee or to any third Party for any costs, claims, damage or losses however they are incurred.
17.3 The Grantee agrees to indemnify the Authority for any costs, claims, damage or losses which arise as a result of negligence by the Grantee or out of any breach by the Grantee of any terms of this Grant Contract.