Common use of Indemnification and Liability Clause in Contracts

Indemnification and Liability. Vista Laboratories does not assume or undertake any responsibility to any other party or parties in performance of its duties under this agreement. The client agrees to hold Vista Labs harmless and to defend and indemnify Vista Labs against any liability, loss, or damage from claims, demands, costs (including legal fees), or judgments arising out of any grossly negligent or intentional acts of the client, or client authorized third parties relating to the product. Vista Labs will not, under any circumstance, be liable to the client for any damages or third party claims which may arise as a result of the services provided in this agreement. The client understands that the opinions and findings of Vista Labs represents its judgment given with due consideration of the type of certification, the necessary limitations of practical operations, and in accordance with its objectives and purpose. Vista Labs guarantees that it will perform the certification and testing services in accordance with the applicable certification requirements and recognized industry standards. The applicant agrees that Vista Labs does not warrant that its opinions or findings will be accepted or recognized by a third party. The client does not use its product certification in any way that brings Vista Labs into disrepute and does not make any statement regarding its product certification Vista Labs may consider misleading or unauthorized. The applicant agrees the distribution or promotion of a specific product utilizing a Vista Laboratories issued marking or description would mislead the public if the product is not eligible to use the marking or description, or does not comply with Vista Laboratories’ requirements. If a Vista Laboratories issued certification or marking is used in any manner other than as herein provided, it constitutes a breach of this agreement. A violation of any terms and conditions of this agreement may cause a temporary injunction to be issued to prevent use of the Vista Laboratories issued certification, or any references to Vista Laboratories in any manner, and a restriction from further distribution or use will be in place. The applicant agrees that Vista Laboratories has the right to subcontract the work needed for certification and/or testing. The applicant indemnifies and Vista Labs and its associated entities and personnel harmless against all losses, costs, and expenses incurred through the applicant’s breach of this agreement, or any negligent act or omission of the applicant in relation to the subject matter of this agreement. The client acknowledges and agrees that damages alone would not be an adequate remedy with respect to the breach of any provisions of this agreement and that breach may result in irreparable harm or injury to Vista Labs. Vista Labs is entitled without proof of special damages or specific irreparable harm or injury to the granting of equitable relief including, without limitation, injunctive relief in relation to any threatened or actual breach of any of the provisions of this agreement. This agreement shall be governed by and construed under the laws of the State of California, United States of America.