By VAR Clause Samples
The "By VAR" clause establishes that certain actions, rights, or obligations within the agreement are to be performed or exercised specifically by the Value at Risk (VAR) entity or party. In practice, this means that only the designated VAR party has the authority to make decisions, provide notices, or take steps as outlined in the relevant sections of the contract. This clause ensures clarity regarding which party is responsible for particular contractual duties, thereby reducing confusion and potential disputes over authority or responsibility.
By VAR. Except to the extent that ECHELON is obligated to indemnify VAR under Section 16.1 above, VAR agrees to indemnify, hold harmless and defend (with counsel free of any conflict of interest between such counsel and ECHELON or any other indemnitee hereunder) ECHELON and its directors, officers, employees, agents and subsidiaries from and against any and all claims, allegations, proceedings, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with the VAR’s Value-Added Utility Solution or the Excluded Claims.
By VAR. VAR shall defend and indemnify NSI, and hold NSI harmless, in connection with any and all claims, actions, proceedings, liabilities, judgments, damages, orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to: (i) representations by VAR to third parties regarding the functions, compatibility or capabilities of the Licensed Software, and (ii) actions against NSI by any third parties (including but not limited to VAR’s customers, end users, retailers, partners, joint ventures, suppliers and competitors) in connection with VAR’s copying, packaging, distributing, advertising or installing of the Licensed Software.