Mumbai, , India
Procurement, Contract Management, Bid Manager
0 Comment | 56 Views | 22 Sep 13  | Amrendra Kumar Saha
Hi friends, Greetings of the day Indemnity Recompense for loss, damage, or injuries restitution or reimbursement. Generally, when we agree to indemnify a client/ customer, we must pay for any financial loss the client/ customer suffers, such as a settlement or a court award, either directly or through reimbursement. Similarly, if a client indemnifies us, it must pay for our financial losses as well. An indemnity contract arises when one individual takes on the obligation to pay for any loss or damage that has been or might be incurred by another individual. The right to indemnity and the duty to indemnify ordinarily comes out from a contractual agreement, which generally protects against liability, loss, or damage. Indemnity is often used as a synonym for compensation or reparation. All three can be construed as obligations to act on an injured party39s behalf given the occurrence of a contractually-specified event. However, indemnity as a legal concept has a much broader meaning than the other two terms. Indemnification provisions can vary widely. They can be very broad, or very narrow. They can be mutual, or exclusive. The answers to quotWho pays whomquot, quotwhenquot, and quothow muchquot depend entirely on the specific contract language. Whenever we see language such as quotindemnify, defend, and hold harmless,quot we are dealing with indemnifications Indemnification Clause A typical broad indemnity clause might say Contractor agrees to indemnify and hold harmless Owner of and from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys39 fees and costs, arising out of or relating to the work of Contractor. A narrower version of this clause might say Contractor agrees to indemnify and hold harmless Owner of and from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys39 fees and costs, but only to the extent caused by, arising out of, or relating to the work of Contractor. This additional language suggests an apportionment of relative fault. Maybe we want to cap our exposure. The indemnity might read Contractor agrees to indemnify and hold harmless Owner of and from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys39 fees and costs, to the extent caused by or arising out of or relating to the work of Contractor. In no event shall the maximum liability hereunder exceed the sum of XXXXX Or, quotIn no event shall the maximum liability hereunder exceed the amount actually paid to Contractor under this contract.quot Consider Company ldquoArdquo Supplier/ Vendor/ Contractor and Company ldquoBrdquo Purchaser/ Customer/ client Indemnification by Company A Company A shall indemnify, defend and hold you harmless against any claims brought against Company B, its directors, its employees, officials etc. to the extent Company A infringed any trademark, copyright or patent in the Country or misappropriated any trade secret of a third party. Indemnification by Company B Subject to the preceding paragraph, Company B agrees to indemnify, defend and hold harmless Company A, its directors, its employees, officials etc. against any claims brought against Company A to the extent those claims are based upon allegations that COMPANY B a infringed intellectual property rights or b breached Company A agreement if any with any customer purchasing or licensing Company B goods or services. Conditions to Indemnification. The foregoing obligations are conditioned upon a Prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed b complete control of the defense and settlement thereof by the indemnifying party, provided that no settlement of an indemnified claim shall be made without the consent of the indemnified party, such consent not to be unreasonably withheld or delayed and c reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense. Definition of ldquoClaims.rdquo For purposes of Section related with Indemnification, ldquoClaimsrdquo means losses, actions, liabilities, damages, expenses and reasonable attorneysrsquo fees and court costs. Examples are insurance taken for car driven by self or driver. there are so many other issues and technicality associated with Indemnification clause, the above are just simple explanation. if you need specific understanding, may contact me at amrendreyahoo.co.in

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