Relationship and Indemnification Sample Clauses

Relationship and Indemnification. (a) Client shall, at all times, indemnify, defend and hold harmless Consultant and its principals, employees, agents and representatives, from and against all third party actions, suits, proceedings, claims, demands, judgments or appeals against Consultant arising out of or resulting from or in connection with Client’s actions, or omissions of actions which constitute negligence or misconduct relating to this Agreement. Without limiting the foregoing, Client specifically agrees to indemnify, defend, and hold harmless Consultant and its principals, employees, agents and representatives, from and against all third party actions, suits, proceedings, claims, demands, judgments or appeals against Consultant arising out of or resulting from or in connection with Client’s failure to fully comply with any state or federal law or regulation, or for any misrepresentations or omissions in Client’s franchise offering circular. (b) Consultant shall indemnify and hold harmless Client, its principals, employees, agents and representatives from any third party claim or costs (1) resulting from any misrepresentation or omissions in any written or oral communications to any prospect which were made by Consultant and contradicted in the operating agreement pursuant to which restaurant concepts are developed, or (2) arising from any negligent or intentional action or inaction of Consultant. (c) Client and Consultant acknowledge and agree that the relationship between them shall be that of principal and independent contractor, and this Agreement shall be so construed.

Relationship and Indemnification. (a) Franchisor agrees to indemnify, defend and hold harmless Consultant and its principals, employees, agents and representatives, from and against all third party actions, suits, proceedings, claims, demands, liabilities, or judgments, including without limitation reasonable attorney fees and costs incurred by Consultant arising out of or relating to Franchisor’s breach of this Agreement or any franchise related agreement, violation of law, or any other act or omission of Franchisor. Without limiting the foregoing, Franchisor specifically agrees to indemnify, defend, and hold harmless Consultant and its principals, employees, agents and representatives, from and against all third party actions, suits, proceedings, claims, demands, liabilities, judgments, reasonable attorney fees and costs incurred by Consultant arising out of or relating to Franchisor’s failure to comply with any state or federal law or regulation in connection with its franchise sales, any misrepresentations or omissions in the FDD, or made by the Franchisor to prospective franchisees, regardless of whether Consultant is also a named party in the litigation. Franchisor shall, at all times, carry the insurance coverage as specified in Section 10 below. (b) Consultant agrees to indemnify and hold harmless Franchisor, its principals, employees, agents and representatives from any damages and costs incurred by Franchisor in connection with a third party claim provided that a court of competent jurisdiction or an arbitrator finds, in a final judgment, and after any appeals, that the damages and costs incurred by Franchisor were proximately caused by (1) a material misrepresentation or omission of Consultant in any written or oral communication with any franchisee or prospective franchisee which is contrary to the FDD used in connection with the offering of the franchise in question, or (2) any gross negligence or willful misconduct of Consultant. (c) Franchisor acknowledges that (i) Consultant provides services to other franchisor and non-franchisor clients that are the same or similar to those provided for in this Agreement; (ii) some of Consultant’s other past, current, and/or future clients may be deemed to be competitors of Franchisor; and (iii) Consultant and/or affiliates of Consultant may own an equity interest in one or more of Consultant’s clients, including those who may be deemed to be competitors of Franchisor. Franchisor agrees that none of the above-described activities shall be...

Relationship and Indemnification. 16.1 Relationship. * 16.2 Indemnification. *

Relationship and Indemnification. Agency is an independent contractor and is solely responsible for the acts, omissions and control of its employees. Agency will indemnify and hold harmless Creditor from any claim, cause of action or lawsuit directed toward the parties individually or jointly that may arise as the result of any act or omission of Agency on assigned claims. Likewise, Agency will be held harmless from any claim, cause of action or lawsuit directed at the parties individually or jointly that arise as the result of any error, omission or unlawful obtaining of a debt by Creditor. Agency does not defend Creditor on those cases where motion has been made to vacate or set aside assigned judgments. Creditor warrants that claims assigned are legally due and owing and will upon request, produce documentation and any necessary testimony at the time of any trial. Should Creditor fail to provide documentation and/or needed testimony, the Creditor agrees to reimburse Agency for any advanced costs and/or attorney’s fees. Accounts are placed on a contingent fee basis. The Agency fee shall be 50% commission due on all monies collected against the principal amount assigned. All court costs, research fees, attorney fees and interest shall be retained by Agency. Agency will not initiate any legal action without prior written authority from Creditor. When legal action is authorized, Creditor will cooperate by executing any documents necessary for that purpose. Agency will advance costs and fees and the Agency fee shall be 50 % commission due on all monies collected against the principal amount assigned. All court costs, research fees, attorney fees and interest shall be retained by Agency.

Relationship and Indemnification a. As between them, each party agrees it will bear legal responsibility for the actions of its employees. b. Further, UNIVERS will defend, indemnify, and hold harmless CLIENT, its corporate affiliates and their respective officers, directors, employees, and agents and their respective successors and assigns from any claim brought against CLIENT asserting that any services, equipment or software provided by UNIVERS, or the use of any of the foregoing, infringes, violates, or misappropriates a United States patent, copyright, trademark, trade secret, or other United States intellectual property or proprietary right of any third party (“Claim”). In the event CLIENT’S use of any service, equipment or software provided by UNIVERS is enjoined by reason of any such Claim, or UNIVERS or CLIENT determines in its reasonable judgment that an injunction is likely, then UNIVERS will: (a) obtain the rights necessary to permit continued use by CLIENT of such service, equipment or software; (b) modify such service, equipment, or software to be non‐infringing, provided that such modifications do not materially alter the functionality of such service, equipment or software; or (c) if the foregoing options are reasonably impracticable, cease provision of any infringing service and, upon return of any infringing equipment or software, refund to CLIENT all amounts paid by CLIENT for such infringing service, equipment or software during the preceding six months. CLIENT will provide written notice to UNIVERS within sixty (60) days of receiving notice of the filing of a lawsuit asserting a Claim. If UNIVERS fails to defend any Claim hereunder within a reasonable time after notice thereof from CLIENT, CLIENT may take steps to defend the same and otherwise protect its rights, including hiring of counsel, until such time, if at all, as UNIVERS assumes the defense. In such event UNIVERS promptly will indemnify and reimburse CLIENT for any costs and reasonable expenses incurred by CLIENT, including reasonable attorneys’ fees, and any settlement payment made by CLIENT in good faith to resolve the Claim.

Relationship and Indemnification

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HOLD HARMLESS AND INDEMNIFICATION To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.
Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.
Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.
Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.
Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

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