Default Liabilities and Indemnification Sample Clauses

Default Liabilities and Indemnification. 8.1 The Parties agree and confirm that, if either Party (the “Defaulting Party”) conducts any material default of any provisions of this Agreement or fails to perform, fully perform, or delays its performance of its obligations under this Agreement, such default or failure shall constitute a default under this Agreement (the “Default”). The Non-defaulting Party shall have the right to request the Defaulting Party to rectify or remedy such default within a reasonable period of time. If the Defaulting Party fails to rectify or remedy such Default within the reasonable period of time or within 10 days of Non-defaulting Party’s written notice requesting for such rectification or remedy, the Non-defaulting Party shall have the right to decide at its sole discretion: (1) to terminate this Agreement and request the Defaulting Party to fully indemnify its losses and damages; (2) to request a specific performance by the Defaulting Party of its obligations hereunder as well as request the Defaulting Party to fully indemnify its losses and damages. This Section 8.1 shall not prejudice any other rights of Party A herein. 8.2 Notwithstanding Section 8.1 above, the Parties agree and confirm that in no circumstance shall Party B early terminate or rescind this Agreement unless otherwise required by the applicable law or this Agreement. 8.3 Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations, or expenses incurred by Party A caused by any lawsuit, claims or other demands against Party A arising from or caused by the services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arising from the gross negligence or willful misconduct of Party A.