Common use of Warranties, liability and indemnity Clause in Contracts

Warranties, liability and indemnity. a) It is the client’s responsibility to gain all local approval for any of the content aired on the screen and or screens, unless indicated on the Insertion Order. DM GROUP HOLDINGS can assist with this by way of introduction to a local agency to secure this approval; charges will apply locally for this service. b) The Principal warrants and undertakes that: I. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary code as issued from time to time). II. they will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy; III. no Advertisement Copy will breach the copyright or other intellectual property rights or be defamatory of any third party. c) The Principal will indemnify and keep the Contractor (in respect of itself and its employees, director, subcontractor and agents) indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever. d) The Contractor shall have the right to refuse to display or to continue to display any Advertisement Copy which in the Contractor’s opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Contractor against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed. e) The Contractor reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor believes the Principal and the Advertising Copy is not in compliance with the warranties in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss expense whatsoever. f) The due performance of any Order is subject to suspension variation or cancellation by the Company owing to Acts of God, strikes, lockouts, inclement weather, legal restrictions, or any other reason beyond the Company’s control. g) In the course of production or execution the contractor may introduce the client to its suppliers, the client and any of its agents agrees not to precure the services with these suppliers for a term of 24 months without written permission from DM GROUP HOLDINGS. h) In the event of suspension, variation or cancellation for any of the foregoing reasons the Advertiser shall pay the full rate for the Order in question up until the time at which any such suspension, variation or cancellation occurs together with any other monies due and owing by the Advertiser to the Company at that time.

Appears in 2 contracts

Samples: Advertising Agreement, Advertising Agreement

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Warranties, liability and indemnity. a) It is The Contractor accepts full responsibility for compliance with statutory and other legal requirements so far as concerns the client’s responsibility to gain all local approval for any use and maintenance of the content aired on the screen and or screens, unless indicated on the Insertion Order. DM GROUP HOLDINGS can assist with this by way of introduction to a local agency to secure this approval; charges will apply locally for this serviceSites. b) The Principal warrants and undertakes that: I. i. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary code as issued from time to time).) and Landlords’ advertising rules and regulations as issued from time to time; IIii. they will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy;; and IIIiii. no Advertisement Copy will breach the copyright or other intellectual property rights or be defamatory of any third party. c) The Principal will indemnify and keep the Contractor (in respect of itself and its employees, director, subcontractor and agents) indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever. d) The Contractor shall have the right to refuse to display or to continue to display any Advertisement Copy which does not or which in the Contractor’s 's opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(b7(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Contractor against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed. e) The Contractor reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor believes the Principal and the Advertising Copy is not in compliance with the warranties in Clause 6(b7(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss expense whatsoever. f) The due performance of any Order Agreement is subject to suspension suspension, variation or cancellation by the Company Contractor (in whole or in part) owing to Acts of God, strikes, lockouts, inclement weather, legal restrictions, electricity supply failures, or the loss of any Sites which were included in the Agreement or for any other reason beyond the CompanyContractor’s control. g) In the course of production or execution the contractor may introduce the client to its suppliers, the client and any of its agents agrees not to precure the services with these suppliers for a term of 24 months without written permission from DM GROUP HOLDINGS. h) . In the event of suspension, variation or cancellation for any of the foregoing reasons the Advertiser Contractor shall pay be entitled to be paid by the Principal the full rate for Fees corresponding to the Order Sites in question up to and until the time at which any such suspension, variation or cancellation occurs together with but the Contractor shall not be liable to pay any other monies due and owing by the Advertiser damages losses or expenses to the Company at that timePrincipal as a result or in respect of such suspension, variation or cancellation. g) The Contractor shall not be liable for loss of or damage to any Advertisement Copy supplied to the Contractor in the event of fire, lightning, explosion of boilers, storms and tempest, flood bursting or overflowing of water tanks, apparatus or pipes.

Appears in 1 contract

Samples: Advertising Agreement

Warranties, liability and indemnity. a) It is the client’s responsibility to gain all local approval for any of the content aired on the screen and or screens, unless indicated on the Insertion Order. DM GROUP HOLDINGS can assist with this by way of introduction to a local agency to secure this approval; charges will apply locally for this service. b) The Principal warrants and undertakes that: I. i. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary code as issued from time to time).) and Site Owners’ advertising rules and regulations as issued from time to time; IIii. they will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy;; and IIIiii. no No Advertisement Copy will breach the copyright or other intellectual property rights or be defamatory of any third party. c) The Principal will indemnify and keep the Contractor (in respect of itself and its employees, director, subcontractor and agents) Media Owner indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever. d) The Contractor Media Owner shall have the right to refuse to display or to continue to display any Advertisement Copy which does not or which in the ContractorMedia Owner’s opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(b6(a) above. In such event the Contractor Media Owner shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Contractor Media Owner against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed. e) The Contractor Media Owner reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor Media Owner believes the Principal and the Advertising Copy is not in compliance with the warranties in Clause 6(b6(a) above. In such event the Contractor Media Owner shall not be liable to the Principal for any damage loss expense whatsoever. f) The due performance of any Order Agreement is subject to suspension suspension, variation or cancellation by the Company Media Owner (in whole or in part) owing to Acts of God, strikes, lockouts, inclement weather, legal restrictions, power supply failures, or the loss of any Sites which were included in the Agreement or for any other reason beyond the CompanyMedia Owner’s control. g) In the course of production or execution the contractor may introduce the client to its suppliers, the client and any of its agents agrees not to precure the services with these suppliers for a term of 24 months without written permission from DM GROUP HOLDINGS. h) . In the event of suspension, variation or cancellation for any of the foregoing reasons the Advertiser Media Owner shall pay be entitled to be paid by the Principal the full rate for Fees corresponding to the Order Sites in question up to and until the time at which any such suspension, variation or cancellation occurs together with but the Media Owner shall not be liable to pay any other monies due and owing by the Advertiser damages losses or expenses to the Company Principal as a result or in respect of such suspension, variation or cancellation. g) The Media Owner shall not be liable for loss of or damage to any Advertisement Copy supplied to the Media Owner in the event of any form of fire, lightning, storms and tempest. h) The Media Owner reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at that timeany time if in its absolute discretion, the Media Owner believes the Order was placed at a Fee below the Media Owners acceptable consideration due to any technical, administrative or human error whatsoever. In such event the Media Owner shall not be liable to the Principal for any damage loss expense whatsoever.

Appears in 1 contract

Samples: Advertising Agreement

Warranties, liability and indemnity. 8.1 ICRT warrants to Biomira that: (a) It it has the authority to enter into this Agreement; (b) no prior grant of rights has been made to any third party which is inconsistent with the client’s responsibility rights granted under this Agreement. 8.2 Biomira warrants to gain all local approval for ICRT that it has the authority to enter into this Agreement. 8.3 Each party acknowledges that, in entering into this Agreement, it does not do so in reliance on any warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 8.4 Without limiting the scope of clause 8.3, ICRT does not give any warranty, representation or undertaking: (a) as to the efficacy or usefulness of the Peptide or the Licensed Patents; or (b) as to the volumes or quality of the Licensed Products which may be manufactured through the use of the Peptide or the Licensed Patents; or (c) that any of the content aired on Licensed Patents is or will be valid or subsisting or that any of the screen and applications within the Licensed Patents will proceed to grant; or (d) that the manufacture, use or screens, unless indicated on sale of the Insertion Order. DM GROUP HOLDINGS can assist with this by way Peptide will not infringe the Intellectual Property or other rights of introduction to a local agency to secure this approval; charges will apply locally for this serviceany other person. b) The Principal warrants and undertakes that: I. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary code as issued from time to time). II. they will 8.5 Each party shall be responsible for obtaining its own acts relating to the manufacture and paying use of Peptide and Licensed Product and neither shall indemnify the other for all necessary licenses costs, expenses, liability, damages and consents claims for the posting and/or displaying and/or reproduction any injury or death to persons or damage to or destruction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy; III. no Advertisement Copy will breach the copyright property or other intellectual property rights loss arising out of or be defamatory of in connection with any third Peptide or Licensed Product made or used by cither party, save as expressly stated in this Agreement. c) The Principal will 8.6 Biomira agrees to indemnify and keep the Contractor save harmless ICRT (in respect of for itself and for ICRF), its shareholders, directors, officers, employees, directorconsultants, subcontractor Affiliates and agents: (a) indemnified from and against any and all actions, proceedingscauses of action, costsclaim, damagesdemands, awards and proceedings of every nature and kind whatsoever by whosoever made, bought or prosecuted; and (b) from and against any and all loss, damage, cost or expense (including reasonable attorney's fees and expenses) suffered or incurred by ICRT (for itself and for ICRF), penaltiesits shareholders, directors, officers, employees, consultants, Affiliates or agents; [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES which are based upon, arise out of or are connected with the use of the Licensed Patents by Biomira or any Affiliate or sublicensee of Biomira or any third party manufacturer of any Licensed Product retained by Biomira or any Affiliate or sublicensee of Biomira or otherwise in connection with manufacture, use or sale of, or any other dealing in, any Licensed Product by or for Biomira or any of its Affiliates or sublicensees, except to the extent that any such claim is based upon, arises out of or is connected with the breach or inaccuracy of any covenant, representation or agreement of ICRT under this Agreement or any negligent act or omission of ICRT, ICRF or their respective shareholders, directors, officers, employees, consultants, Affiliates or agents. 8.7 ICRT agrees to indemnify and save harmless Biomira and its Affiliates and their respective shareholders, directors, officers, employees, consultants, and agents: (a) from and against any and all actions, causes of action, claims, demands demands, awards and liability proceedings of every nature and kind whatsoever made, bought or prosecuted; and (b) from and against any and all loss, damage, cost or expense (including legal feesreasonable attorney's fees and expenses) suffered or incurred and arising from by Biomira or its Affiliates or their respective shareholders, directors, officers, employees, consultants, or agents; which are based upon, arise out of or are connected with the breach or accuracy of any covenant, representation or agreement of ICRT under this Agreement or any negligent act or omission of ICRT or ICRF or their respective shareholders, directors, officers, employees, consultants, Affiliates or agents, except to the extent that any such claim is based upon, arises out of or is connected with the breach or inaccuracy of any covenant, representation or agreement of Biomira under this Agreement or any negligent act or omission of Biomira or its Affiliates or their respective shareholders, directors, officers, employees, consultants, or agents. 8.8 If any claims contemplated by clauses 8.6 or 8.7 shall be asserted against any of the above warranties persons having a right to be indemnified pursuant to such sections (individually an "Indemnified Party" and collectively the "Indemnified Parties"), the Indemnified Parties concerned shall promptly notify in writing the person or persons against whom such indemnity may be sought (individually an "Indemnitor" and collectively the "Indemnitors") of the nature of such claim, and the Indemnitors shall, subject as hereinafter provided, be entitled (but not required) to assume the defense on behalf of the Indemnified Parties of any suit or proceedings (including any governmental or regulatory investigation or proceeding) brought to enforce such claim. The Indemnitors shall be given full control of any proceedings or negotiations in connection with such claim and shall be exclusively entitled to appoint and instruct legal advisers and counsel in connection with any manner whatsoever. d) such proceedings or negotiations and to determine the forum for any such proceedings. The Contractor Indemnified Parties shall give the Indemnitors all reasonable assistance for the purpose of any such proceedings or negotiations including, without limitation, using reasonable efforts to provide or make available documents and information and witnesses for attendance at examinations for discovery and trials. An Indemnified Party shall have the right to refuse to display or to continue to display employ separate counsel in any Advertisement Copy which such suit and participate in the Contractor’s opinion may not comply in all respects with defense thereof, but the Principal’s warranties fees and undertakings detailed in Clause 6(b) aboveexpenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnitor fails within a reasonable period of time to assume defense of such suit on behalf of the Indemnified Party. In such event Except pursuant to a final award, the Contractor Indemnified Parties shall not pay or accept any such claim or compromise any such proceedings or negotiations, without the consent of the Indemnitors (which consent shall not be unreasonably withheld). The Indemnified Parties shall not do anything which would or might vitiate any policy of insurance or insurance cover which the Indemnified Parties may have in relation to any such claim or threatened claim, and no indemnification shall be applicable to the extent that the Indemnified Parties recover any sums under any such policy or cover (which the Indemnified Parties shall use their best efforts to do). The Indemnitors shall be entitled to require [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES the Indemnified Parties to take such steps as the Indemnitors may reasonably require to mitigate or reduce any loss of the Indemnified Parties. 8.9 Other than with respect to the representations and warranties of ICRT set forth in clause 8.1: (a) neither Party shall be liable to the Principal other (except in circumstances of fraud, or death or personal injury caused through negligence) for any damage loss of profit or expense whatsoever any special, indirect or consequential damages; (b) the amount of any claim for which ICRT would otherwise be liable under clause 8.7 shall not exceed the greater of £1,000,000 and total amounts paid by Biomira and its Affiliates and their sublicensees under this Agreement up to the date of the claim. 8.10 Neither party shall be liable for any delay or default in addition performance under this Agreement due to any remedy and/or damages and/or loss that may be claimed by cause beyond its reasonable control, including but not limited to acts of God or the Contractor against the Principalpublic enemy; laws, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed. e) The Contractor reserves the right not to display Advertisement Copy regulations, acts or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor believes the Principal and the Advertising Copy is not in compliance with the warranties in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss expense whatsoever. f) The due performance requests of any Order is subject government or any government officer or agent purporting to suspension variation or cancellation by the Company owing to Acts of Godact under duly constituted authority; wars, floods, fires, storms, strikes, lockouts, inclement weatherinterruptions of transportation, legal restrictionsfreight embargoes, or failures, exhaustion or unavailability on the open market or delays in delivery of material, equipment or services necessary to the performance of any other reason beyond the Company’s controlprovision hereof; or happening of any unforeseen act, misfortune or casualty by which performance hereunder is delayed or prevented. g) In the course of production or execution the contractor may introduce the client to its suppliers8.11 Biomira shall, the client and any of its agents agrees not to precure the services with these suppliers for a term of 24 months without written permission from DM GROUP HOLDINGS. h) In the event of suspension, variation or cancellation for any in vivo clinical trials of Licensed Product and in any event upon the foregoing reasons commercialization of any Licensed Product, at its own cost carry comprehensive general liability insurance including product liability insurance which is commercially reasonable in the Advertiser circumstances. Biomira shall pay the full rate for the Order in question up until the time at which any provide ICRT with appropriate evidence of such suspension, variation or cancellation occurs together with any other monies due and owing by the Advertiser to the Company at that timeinsurance cover on request.

Appears in 1 contract

Samples: License Agreement (Biomira CORP)

Warranties, liability and indemnity. a) It is the client’s responsibility to gain all local approval for any of the content aired on the screen and or screens, unless indicated on the Insertion Order. DM GROUP HOLDINGS Disturbed Media Group Studios FZCO can assist with this by way of introduction to a local agency to secure this approval; charges will apply locally for this service. b) The Principal warrants and undertakes that: I. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary code as issued from time to time). II. they will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy; III. no Advertisement Copy will breach the copyright or other intellectual property rights or be defamatory of any third party. c) The Principal will indemnify and keep the Contractor (in respect of itself and its employees, director, subcontractor and agents) indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever. d) The Contractor shall have the right to refuse to display or to continue to display any Advertisement Copy which in the Contractor’s opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Contractor against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed. e) The Contractor reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor believes the Principal and the Advertising Copy is not in compliance with the warranties in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss expense whatsoever. f) The due performance of any Order is subject to suspension variation or cancellation by the Company owing to Acts of God, strikes, lockouts, inclement weather, legal restrictions, or any other reason beyond the Company’s control. g) In the course of production or execution the contractor may introduce the client to its suppliers, the client and any of its agents agrees not to precure the services with these suppliers for a term of 24 months without written permission from DM GROUP HOLDINGSDisturbed Media Group Studios FZCO. h) In the event of suspension, variation or cancellation for any of the foregoing reasons the Advertiser shall pay the full rate for the Order in question up until the time at which any such suspension, variation or cancellation occurs together with any other monies due and owing by the Advertiser to the Company at that time.

Appears in 1 contract

Samples: Advertising Agreement

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Warranties, liability and indemnity. a) It is The Contractor accepts full responsibility for compliance with statutory and other legal requirements so far as concerns the client’s responsibility to gain all local approval for any use and maintenance of the content aired on the screen and or screens, unless indicated on the Insertion Order. DM GROUP HOLDINGS can assist with this by way of introduction to a local agency to secure this approval; charges will apply locally for this serviceSites. b) The Principal warrants and undertakes that: I. i. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary code as issued from time to time).) and Landlords’ advertising rules and regulations as issued from time to time; IIii. they will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy;; and IIIiii. no Advertisement Copy will breach the copyright or other intellectual property rights or be defamatory of any third party. c) The Principal will indemnify and keep the Contractor (in respect of itself and its employees, director, subcontractor and agents) indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever. d) The Contractor shall have the right to refuse to display or to continue to display any Advertisement Copy which does not or which in the Contractor’s 's opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(b7(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Contractor against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed. e) The Contractor reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor believes the Principal and the Advertising Copy is not in compliance with the warranties in Clause 6(b7(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss expense whatsoever. f) The due performance of any Order Agreement is subject to suspension suspension, variation or cancellation by the Company Contractor (in whole or in part) owing to Acts of God, strikes, lockouts, inclement weather, legal restrictions, electricity supply failures, or the loss of any Sites which were included in the Agreement or for any other reason beyond the CompanyContractor’s control. g) In the course of production or execution the contractor may introduce the client to its suppliers, the client and any of its agents agrees not to precure the services with these suppliers for a term of 24 months without written permission from DM GROUP HOLDINGS. h) . In the event of suspension, variation or cancellation for any of the foregoing reasons the Advertiser Contractor shall pay be entitled to be paid by the Principal the full rate for Fees corresponding to the Order Sites in question up to and until the time at which any such suspension, variation or cancellation occurs together with but the Contractor shall not be liable to pay any other monies due and owing by the Advertiser damages losses or expenses to the Company at that timePrincipal as a result or in respect of such suspension, variation or cancellation. g) The Contractor shall not be liable for loss of or damage to any Advertisement Copy supplied to the Contractor in the event of fire, lightning, explosion of boilers, storms and tempest, flood bursting or overflowing of water tanks, apparatus or pipes.

Appears in 1 contract

Samples: Advertising Agreement

Warranties, liability and indemnity. a) It is The Contractor accepts full responsibility for compliance with statutory and other legal requirements so far as concerns the client’s responsibility to gain all local approval for any use and maintenance of the content aired on the screen and or screens, unless indicated on the Insertion Order. DM GROUP HOLDINGS can assist with this by way of introduction to a local agency to secure this approval; charges will apply locally for this serviceSites. b) The Principal warrants and undertakes that: I. i. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Indonesian Law or applicable Commission, Council or Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary body or code as instituted or issued from time to time) and Landlords’ advertising rules and regulations as issued from time to time).; IIii. they will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy;; and IIIiii. no Advertisement Copy will breach the copyright or other intellectual property rights or be defamatory of any third party. c) The Principal will indemnify and keep the Contractor (in respect of itself and its employees, director, subcontractor and agents) indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever. d) The Contractor shall have the right to refuse to display or to continue to display any Advertisement Copy which does not or which in the Contractor’s 's opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(b7(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Contractor against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed. e) The Contractor reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor believes the Principal and or the Advertising Copy is not in compliance with the warranties in Clause 6(b7(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss expense whatsoever. f) The due performance of any Order Agreement is subject to suspension suspension, variation or cancellation by the Company Contractor (in whole or in part) owing to Acts acts of Godnature, strikes, lockouts, inclement weather, legal restrictions, electricity supply failures, or the loss of any Sites which were included in the Agreement or for any other reason beyond the CompanyContractor’s control. g) In the course of production or execution the contractor may introduce the client to its suppliers, the client and any of its agents agrees not to precure the services with these suppliers for a term of 24 months without written permission from DM GROUP HOLDINGS. h) . In the event of suspension, variation or cancellation for any of the foregoing reasons the Advertiser Contractor shall pay be entitled to be paid by the Principal the full rate for Fees corresponding to the Order Sites in question up to and until the time at which any such suspension, variation or cancellation occurs together with occurs, but the Contractor shall not be liable to pay any other monies due and owing by the Advertiser damages losses or expenses to the Company at that timePrincipal as a result or in respect of such suspension, variation or cancellation. g) The Contractor shall not be liable for loss of or damage to any Advertisement Copy supplied to the Contractor in the event of fire, lightning, terrorism, explosion of boilers, storms and tempest, flood bursting or overflowing of water tanks, apparatus or pipes.

Appears in 1 contract

Samples: General Terms & Conditions

Warranties, liability and indemnity. a20.1. Each Participant warrants that it has the right to enter into this Agreement. 20.2. The Participants acknowledge and agree that no warranty or representation is provided by any Participant in relation to the Background, Collaboration Results, Material and/or Confidential Information provided by it hereunder and in particular (but without limiting the foregoing) It no warranty or representation, express or implied, is given by any Participant as to the clientmerchantability or fitness for a particular purpose of the Background, Collaboration Results, Material and/or Confidential Information or that the content or use of the Background, Collaboration Results, Material and/or Confidential Information will not constitute or result in the infringement of any patent, copyright, trademark or other rights of a Third Party. 20.3. Subject to the limitations and exemptions shown in this Agreement, each Participant shall be solely responsible and liable for any claims for loss, damage, cost or expenses that directly results from that Participant’s responsibility use of Background, Collaboration Results, Material, and where relevant Collaborative PDP Small Compound or Collaborative PDP Functional Genomics Screen Results and/or Joint Collaboration Results and/or other information provided under this Agreement. For the avoidance of doubt, the liability accepted by a Participant under this Clause 20.3 shall not extend to gain any claims or losses to the extent they arise from the action or omission of any other Participant. 20.4. Subject always to the terms of Clause 20.8 below, each Participant (“Indemnifying Participant”) shall indemnify the other Participants (each an “Indemnified Participant”) against all local approval liabilities, costs, expenses, damages and losses suffered or incurred by the Indemnified Participant in connection with any Third Party claims arising from: 20.4.1. the Indemnifying Participant’s performance of its obligations under this Agreement; 20.4.2. the Indemnified Participant's use of the Indemnifying Participant’s Background, Collaboration Results, Collaborative PDP Small Compound or Collaborative PDP Functional Genomics Screen Results, Material and/or Confidential Information, in accordance with this Agreement; 20.4.3. the receipt or use by a Third Party (including pursuant to Clause 8.1.6) of Background, Collaboration Results, Collaborative PDP Small Compound or Collaborative PDP Functional Genomics Screen Results, Material, Confidential Information and/or other items or services provided to them by the Indemnifying Participant pursuant to this Agreement; 20.5. The indemnity provided for under Clause 20.4 above is conditional on the Indemnified Participant discharging the following obligations. If any Third Party makes a claim, or notifies an intention to make a claim, against the Indemnified Participant which may reasonably be considered likely to give rise to a claim under this indemnity (“Claim”), the Indemnified Participant shall: 20.5.1. as soon as reasonably practicable, give written notice of the Claim to the Indemnifying Participant, specifying the nature of the Claim in reasonable detail; 20.5.2. not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Participant (such consent not to be unreasonably conditioned, withheld or delayed); 20.5.3. give the Indemnifying Participant and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Participant, so as to enable the Indemnifying Participant and its professional advisers to examine them and to take copies (at the Indemnifying Participant's expense) for the purpose of assessing the Claim; and 20.5.4. take such action as the Indemnifying Participant may reasonably request to avoid, dispute, compromise or defend the Claim. 20.6. Nothing in this Clause 20 shall restrict or limit the Indemnified Participant's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a Claim under this indemnity. 20.7. Nothing in this Agreement limits or excludes a Participant's liability for: 20.7.1. death or personal injury; 20.7.2. any fraud or for any sort of liability that, by law, cannot be limited or excluded; or 20.7.3. any loss or damage caused by a deliberate breach of this Agreement. 00.0. Xx no circumstances shall any Participant be liable to any other Participant for any loss of profits, revenue, business opportunity or goodwill or any special, indirect, incidental or consequential damages, whether in contract, warranty, negligence, delict, strict liability or otherwise, arising out of any breach of or failure to perform any of the content aired on the screen and or screens, unless indicated on the Insertion Order. DM GROUP HOLDINGS can assist with provisions of this by way of introduction to a local agency to secure this approval; charges will apply locally for this serviceAgreement. b) The Principal warrants and undertakes that: I. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary code as issued from time to time). II. they will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy; III. no Advertisement Copy will breach the copyright or other intellectual property rights or be defamatory of any third party. c) The Principal will indemnify and keep the Contractor (in respect of itself and its employees, director, subcontractor and agents) indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever. d) The Contractor shall have the right to refuse to display or to continue to display any Advertisement Copy which in the Contractor’s opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Contractor against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed. e) The Contractor reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor believes the Principal and the Advertising Copy is not in compliance with the warranties in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss expense whatsoever. f) The due performance of any Order is subject to suspension variation or cancellation by the Company owing to Acts of God, strikes, lockouts, inclement weather, legal restrictions, or any other reason beyond the Company’s control. g) In the course of production or execution the contractor may introduce the client to its suppliers, the client and any of its agents agrees not to precure the services with these suppliers for a term of 24 months without written permission from DM GROUP HOLDINGS. h) In the event of suspension, variation or cancellation for any of the foregoing reasons the Advertiser shall pay the full rate for the Order in question up until the time at which any such suspension, variation or cancellation occurs together with any other monies due and owing by the Advertiser to the Company at that time.

Appears in 1 contract

Samples: Collaboration Agreement

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