Definición de Indemnification

Indemnification. To the fullest extent permitted by law, Seller agrees to indemnify, save harmless and defend Buyer and its affiliated companies, their directors, officers, employees, agents and customers ("Indemnitees") from and against any loss, liabilities, costs, expenses, suits, actions, claims and all other obligations and proceedings, including without limitation all judgments rendered against, and all fines and penalties or settlements imposed upon Indemnitees, and all attorneys’ fees and any other cost of litigation ("Liabilities") arising out of breach of contract claims, warranty claims, product recall claims, defect investigations, service campaigns, product liability claims, injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance of Seller, including without limitation, breach of contract, breach of warranty or product liability; provided, however, that Seller's obligation to indemnify Buyer shall not apply to any liabilities solely arising from Buyer 's negligence. Within a reasonable time of becoming aware of any actual or potential Liabilities, Buyer shall notify Seller. Seller, at Buyer’s option and at Seller’s expense, will undertake defense of such actual or potential Liabilities through counsel approved by Buyer. Provided, however, that Seller shall first obtain authorization from Buyer before settlement is made of the actual or potential Liabilities if the terms of such settlement could materially adversely affect Buyer, including any terms which admits the existence of a defect in Goods or a failure of Buyer to fully and faithfully perform its obligations. In the alternative, Buyer may elect to undertake defense of such Liabilities to the extent it is asserted against Buyer, and Seller shall reimburse Buyer on monthly basis for all expenses, attorneys’ fees, and other costs, including any judgment, fines, penalties or settlements incurred by Buyer.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Indemnification. The Contractor shall indemnify, defend, and hold and save harmless UNFPA, and its officials, agents and employees, from and against all suits, proceedings, claims, demands, losses and liability of any kind or nature, including, but not limited to, all litigation costs and expenses, attorney’s fees, settlement payments and damages, based on, arising from, or relating to: (a) allegations or claims that the use by UNFPA of any patented device, any copyrighted material or any other goods or services provided to UNFPA for its use under the terms of the Contract, in whole or in part, separately or in combination, constitutes an infringement of any patent, copyright, trademark or other intellectual property right of any third party; or (b) any acts or omissions of the Contractor, or of any subcontractor or anyone directly or indirectly employed by them in the performance of the Contract, which give rise to legal liability to anyone not a party to the Contract, including, without limitation, claims and liability in the nature of a claim for workers’ compensation.

Examples of Indemnification in a sentence

• Further, and notwithstanding anything to the contrary in this Agreement (including but not limited to Section 5 (Indemnification)), all claims, demands, complaints and disputes will be subject to the Contract Disputes Act (41 U.S.C. §§601-613), the ▇▇▇▇▇▇ Act (28 U.S.C. § 1346(a) and § 1491), or the Federal Tort Claims Act (28 U.S.C. §§ 1346(b), 2401-2402, 2671-2672, 2674-2680), as applicable, or other applicable governing authority.

• Provisions of this Order that by their nature should apply beyond the expiration or earlier termination of this Order shall remain in force after anytermination or expiration of this Order, including, but not limited to, the following provisions: Setoff, Warranties, General Indemnification, Intellectual Property Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.

• The following provisions shall survive expiration or termination of this Agreement: Sections 5.4 (Method of Payments), 5.5 (Late Payments), and 5.6 (Indirect Tax), 6.1 (b) (Delivery), 6.2 (Storage and Destruction) and Articles 1 (Definitions), 10 (Intellectual Property), 11 (Term and Termination), 13 (Indemnification), 14 (Release; Limitation of Liability, Disclaimer of Warranty), 15 (Confidentiality), 16 (AstraZeneca Expectations) and 17 (Miscellaneous).

• Indemnification under this Section 13.1 will be available for Losses arising from the use and administration of the Vaccine supplied under this Agreement, regardless of when or where vaccination occurred and regardless of when or where the injury leading to the Losses occurs or is reported.

• If IP consents to the use of a Subcontractor, Supplier will: (i) guarantee and will remain liable for the performance of all subcontracted obligations; (ii) indemnify IP for all damages and costs of any kind, subject to the limitations in Section 12 (Indemnification), incurred by IP or any third party and caused by the acts and omissions of Supplier’s Subcontractors’ and (iii) make all payments to its Subcontractors.

• Survival: The obligations related to Nature of Relationship, Intellectual Property, Confidentiality, and Indemnification, shall survive the termination or expiration of this Agreement.