Relationship of the Parties; Indemnification. The relationship between ILS Community Network, Managed Care Plan, and Provider, as well as their respective employees and agents, is that of independent contractors, solely for the purposes of carrying out the terms of this Agreement, and except as otherwise provided herein, neither shall be considered an agent or representative of the other party for any purpose, nor shall either hold itself out to be an agent or representative of the other for any purpose. The parties hereby agree to indemnify and hold each other harmless, including any Affiliates, officers, employees and agents, against any loss, liability, damage, costs and expenses (including any attorneys' fees) suffered or incurred by the other in connection with any (including any threatened or proposed) action, suit, proceeding, regulatory proceeding, demand, assessment or judgment arising out of or related to the indemnifying party's and/or the indemnifying party's Affiliates and agents acts and/or omissions in the performance of a party's respective obligations under this Agreement. If each party claims and is entitled to indemnity from the other, the liability of each to the other shall be their amount of comparative fault. This provision shall survive the expiration or termination of this Agreement, regardless of the reason for termination. Procedures for indemnification are as set forth in the Provider Handbook.
Relationship of the Parties; Indemnification. It is agreed that this Agreement does not make any Party herein a general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of any other Party herein for any purpose.
Relationship of the Parties; Indemnification. 6.1. It is expressed and acknowledged that The Contractor are an independent contractor and that this Agreement does not create any partnership, authority, agency or employer-employee relations between the Contractor and the Company.
Relationship of the Parties; Indemnification. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them, that COMPANY and FRANCHISEE shall be independent contractors and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose. FRANCHISEE shall conspicuously identify himself at the Premises, and in all dealings with customers, lessors, contractors, suppliers, public officials and others, as the owner of the STORE under a franchise from COMPANY, and shall place such other notices of independent ownership on such signs, forms, stationery, advertising and other materials as COMPANY may require from time to time. COMPANY has not authorized or empowered FRANCHISEE to use the Marks except as provided by this Agreement, and FRANCHISEE shall not employ any Mxxx in signing any contract, lease, mortgage, check, purchase agreement, negotiable instrument or other legal obligation without the prior written consent of COMPANY, or employ any Mxxx in a manner that is likely to result in liability of COMPANY for any indebtedness or obligation of FRANCHISEE. Except as expressly authorized by this Agreement, neither COMPANY nor FRANCHISEE shall make any express or implied agreements, guaranties or representations, or incur any debt, in the name of or on behalf of the other or represent that their relationship is other than franchisor and franchisee. Neither COMPANY nor FRANCHISEE shall be obligated by, or have any liability under, any agreements or representations made by the other that are not expressly authorized hereunder, nor shall COMPANY be obligated for any damages to any person or property directly or indirectly arising out of the operation of the STORE, whether or not caused by FRANCHISEE's negligent or willful action or failure to act. COMPANY shall have no liability for any sales, use, excise, gross receipts, property or other taxes, whether federal, state or local, or whether levied upon FRANCHISEE, the STORE or its assets, revenues or income, or upon COMPANY, relating to sales made by or the business conducted by FRANCHISEE. FRANCHISEE agrees to indemnify and hold harmless COMPANY and its affiliates, stockholders, directors, officers, employees, agents and assignees from and against any claims, suits, actions, loss, liability, taxes or damages (actual or consequential) and all reasonable costs and expe...
Relationship of the Parties; Indemnification. The parties agree that this Agreement does not create a fiduciary relationship between them, that the parties are and shall be independent contractors and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose. COMPANY shall not be obligated for any damages to any person or property directly or indirectly arising out of the operation of the BUSINESS, whether caused by FRANCHISEE's negligent or willful action or failure to act. COMPANY shall have no liability for any sales, use, excise, gross receipts, income, property or other taxes, whether levied upon FRANCHISEE, the BUSINESS or its assets, or upon COMPANY, in connection with the business conducted by FRANCHISEE, or any fees, contributions or other payments made by FRANCHISEE to COMPANY. FRANCHISEE shall indemnify, defend and hold COMPANY, its subsidiaries, affiliates, stockholders, directors, officers, employees, agents, successors and assignees harmless against any liability for any claims, actual and consequential damages, taxes, attorneys' fees and costs incurred in defending any claim against any of them, directly or indirectly arising out of the operation of the BUSINESS. The indemnities and assumptions of liabilities and obligations herein shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Relationship of the Parties; Indemnification. Dentist provides services under this Agreement as an independent contractor. Dentist is not an ODS employee, agent, partner, or joint venture of ODS. ODS is not liable for the acts or omissions of Dentist or Dentist’s Personnel. Dentist and Dentist’s Personnel will not have authority to bind ODS to any obligation or liability. Dentist agrees to indemnify and hold harmless ODS and its officers, members, shareholders, investors, partners, principals, employees, agents, contractors and insurers from and against any claims, actions, losses, liabilities, damages, costs, expenses and/or injuries including, without limitation reasonable attorneys’ fees and expenses to the extent resulting from (i) Dentist’s breach of this Agreement or (ii) negligent or intentional act or omission of Dentist or Dentist’s Personnel.
Relationship of the Parties; Indemnification. The relationship of Consultant to VIA is that of an independent contractor and in no case shall the relationship be deemed to be or construed as being as employee-employer, joint venturers, partners, or agent to principal. Notwithstanding the foregoing, Consultant may be called upon to act as a director or officer of VIA or one or more VIA subsidiary entities in which case Consultant shall have such authority to act on behalf of VIA as provided under applicable law, VIA’s bylaws or those of the subsidiary entity, by resolution of the Board of Directors of VIA, and as consistent with VIA’s internal policies. To the extent that Consultant shall serve in the capacity as officer or director of VIA or any of its subsidiaries during the Term, VIA shall indemnify and hold harmless Consultant from and against any liabilities, claims, suits and actions that Consultant may incur or suffer as result or arising out of or related in any manner to the performance of Consultant’s duties as an officer or director of VIA or its subsidiaries. The terms of the indemnification shall be more specifically governed by the bylaws of VIA and any pre-existing indemnification agreement between the parties, and the parties expressly agree that the terms of such pre-existing agreement are hereby incorporated into this agreement and such terms and conditions shall continue in full force and effect as if expressly restated herein.
Relationship of the Parties; Indemnification. The sole relationship between the Company and the Consultant shall be that of independent contractors. Consultant shall not be deemed to be, nor shall the Consultant be treated by the Company as employees of the Company. Consultant shall not receive nor be entitled to overtime pay, insurance, paid vacation, severance payments or similar fringe or employment benefits from the Company.
Relationship of the Parties; Indemnification. (a) It is expressly understood and agreed that GAA is an independent contractor, acting for its own account, at its sole cost and expense, and is not Denel’s legal representative or agent. GAA shall have no authority to accept any order, make any offer, execute any instrument, or make any commitment on behalf of Denel or its affiliates. GAA has no authority to assume or create any obligation on behalf of Denel or its affiliates. (b) Denel agrees to indemnify and hold harmless GAA and its employees, officers, members, directors, agents and affiliates from any and all claims, suits, actions, proceedings, damages, losses, costs, expenses and other liabilities (including reasonable attorneys’ fees) related to or arising out of (i) any alleged or actual defect in any of the Products, including without limitation any defect in material, workmanship or design, (ii) any failure by Denel (or any of its affiliates) to meet delivery requirements, specifications, or other terms agreed to between Denel (or any of its affiliates) and any Covered Customer, or (iii) any willful or negligent act or omission of Denel. (c) This agreement is exclusive in nature, as to the Covered Customer or Customers. (d) GAA agrees to comply with all applicable laws, rules and regulations applicable to the performance of its obligations under the terms of this agreement. Without limiting the foregoing, GAA and Denel shall comply fully as advised by Denel with the export control laws, rules and regulations of the South African Government regarding the sale of the Products and the rendering of the Services OK OK, but a reciprocal indemnity is required from GAA Denel does not normally do exclusive agreements.
Relationship of the Parties; Indemnification. The sole relationship between the Company and the Customer shall be that of independent contractors. The Company shall not be deemed to be, nor shall the Company be treated by the Company as, an agent or an employee of the Company and in no event shall an employer-employee relationship be established between the parties under this Agreement. The Company shall not receive nor be entitled to overtime pay, insurance, paid vacation, severance payments or similar fringe or employment benefits from the Company, unless otherwise agreed under the scope of the services provided by the Company to the Customer. The Company acknowledges that it shall be solely responsible for any income taxes (including VAT) or other assessments made or imposed by any governmental authority on it with respect to the Services rendered hereunder. The Company acknowledges that it shall not represent itself as an agent of the Company, except to the extent expressly authorized by the Company, and except as required for the performance of the Services, and the parties agree that in no event shall a principal-agent relationship be established between the Customer and the Company. The Customer shall indemnify the Company for any loss or expenses incurred by the Company to the Customer or any other person based on an alleged employer/employee relationship between the Customer and the Company, including without limitation with respect to tax payment and withholding made by the Customer.
