例えば「A shall indemnify B from liability arising from breach of this agreement」は「Aは本契約書の義務違反により被る債務、Bを補償（免責）するものとする」となる。
A party (“Indemnifying Party”) shall indemnify and save harmless the other party (“Indemnified Party”) from and against any and all liability, damage, penalties or judgments arising from injury to person or property sustained by anyone in and about the Assets resulting from any act or acts or omission or omissions of the Indemnifying Party, or the Indemnifying Party’s officers, agents, employees, visitors or licensees. The Indemnifying Party shall, at its own cost and expense, defend any and all suits or actions which may be brought against the Indemnified Party or in which the Indemnified Party may be impleaded with others upon any such above-mentioned matter or claim.
The Company shall defend, indemnify and hold harmless the Representative from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising from a breach of this Agreement by the Company.
The Representative shall defend, indemnify and hold harmless the Company, its officers, directors, members, employees and agents from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising from (i) any claim or allegation in connection with the marketing of the Services by the Representative and (ii) a breach of this Agreement by the Representative.
The foregoing indemnities are conditioned on (i) prompt written notice by the party seeking indemnification; (ii) cooperation in the defense of the claim, demand or action; and (iii) the obtaining of the prior written approval of the indemnifying party of any settlement or offer of settlement.
1. Indemnification by Seller. Subject to the provisions of this Article VIII, Seller will defend, indemnify and hold harmless Purchaser, its successors and assigns (each a “Purchaser Indemnified Party”), from and against any and all penalties, assessments, fines, fees, suits, actions, causes of action, judgments, Taxes, awards and Liabilities, including reasonable attorneys’ fees (collectively, “Losses”) arising from or relating to the following:
(a) any Retained Liability as defined in section 2.4 of this Agreement;
(b) any breach by Seller of any of its covenants or agreements contained in this Agreement; and
(c) any breach of any representation or warranty of Seller contained in this Agreement.
2. Indemnification by Purchaser. Subject to the provisions of this Article VIII, Purchaser agrees to defend, indemnify and hold harmless Seller, its successors and assigns (each a “Seller Indemnified Party”), from and against any and all Losses arising from or relating to the following:
(a) any Assumed Liability as defined in section 2.3 of this Agreement;
(b) any breach by Purchaser of any of its covenants or agreements contained in this Agreement; or
(c) any breach of any representation or warranty of Purchaser contained in this Agreement.
1. It is expressly understood and agreed that in order to comply with the Provincial Insurance Laws, The Broker, and any sub agents or brokers representing the business under this agreement when required by law or regulation, shall be in possession of a valid Insurance License appointment in each Province or Territory of Canada where it solicits business as the case may be. Also, the Broker shall indemnify and hold The Company harmless against liability to policy or certificate holders caused solely by acts or omissions of negligence or fraud by The Broker in processing authorized business for The Company.
2. The Company shall hold The Broker harmless from any civil liability resulting from The Company’s acts or omissions in services performed under this Agreement. Such indemnification shall include reasonable legal fees incurred in connection with the investigation or defense against any claim. Upon receiving notice of any claim that could be covered by this section, The Broker shall notify The Company within 5 working days.
Indemnification of Licensee
Licensor shall defend, indemnify and hold Licensee and its parents, subsidiaries, and associated and affiliated companies, harmless of, from and against any charges, suits, actual damages, costs, expenses (including reasonable attorneys’ fees), judgments, penalties, claims, liabilities or losses of any kind or nature whatsoever, which may be sustained or suffered by or secured against Licensee based upon or arising out of any actual or alleged trademark or copyright infringement arising out of the use by Licensee of the Property as authorized in this Agreement, or any other actual or alleged unauthorized action of Licensor, including a breach by Licensor of its representations or warranties or other term of this Agreement, provided that: prompt notice is given to Licensor of any such claims or suits (but failure to give such notice shall relieve Licensor of its obligations under this subsection only to the extent that such failure is prejudicial to Licensor) and provided further that: Licensor shall have the option to undertake and conduct the defense and/or settlement of any such claims or suits against third parties and that Licensee reasonably cooperates with Licensor in the defense of any such claims or suits and Licensee acts reasonably to mitigate any damages. No settlement of any such claims or suits involving more than the payment of money by Licensor shall be made without the prior written consent of Licensee (which consent shall not be unreasonably withheld). In no event shall Licensor be liable for punitive or exemplary damages, nor for lost profits. Licensor does not warrant any present or future commercial value of the Property.
Indemnification of Licensor
Licensee shall defend, indemnify and hold Licensor and its parents, subsidiaries, and associated and affiliated companies, harmless of, from and against any charges, suits, actual damages, costs, expenses (including reasonable attorneys’ fees), judgments, penalties, claims, liabilities or losses of any kind or nature whatsoever, which may be sustained or suffered by or secured against Licensor in connection with the Licensed Articles, or based upon or arising out of any actual or alleged unauthorized use of any patent, trade secret, process, idea, method or device, or any copyright or trademark, other than under this license, or the packaging, distribution, promotion, sale or exploitation of the Licensed Articles, any actual or alleged defect in the Licensed Articles or their packaging, whether latent or patent, including failure of said Licensed Articles or their packaging, distribution, promotion, sale or exploitation to meet any Federal, State or local, or other applicable laws or standards; or any other actual or alleged unauthorized action of Licensee, including a breach by Licensee of any of its representations or warranties or other term of this Agreement, provided that: prompt notice is given to Licensee of any such claims or suits (but failure to give such notice shall relieve Licensee of its obligations under this subsection only to the extent that such failure is prejudicial to Licensee) and provided further that: Licensee shall have the option to undertake and conduct the defense and/or settlement of any such claims or suits against third parties and that Licensor reasonably cooperates with Licensee in the defense of any such claims or suits and Licensor acts to reasonably to mitigate any damages. No settlement of any such claims or suits involving more than the payment of money by Licensee shall be made without the prior written consent of Licensor (which consent shall not be unreasonably withheld). In no event shall Licensee be liable for punitive or exemplary damages, nor for lost profits.
Indemnification; Limitation on Damages
(a) The Company shall indemnify and hold harmless Apollo, its Affiliates, or any of its or its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, advisors (each such Person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of Apollo pursuant to, and the performance by Apollo of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by any member of the Company Group. The Company shall reimburse any Indemnified Party for all costs, fees and expenses (including attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the willful misconduct of such Indemnified Party.
(b) The Company Group’s sole remedy against Apollo for breach of this Agreement shall be to offset any fees otherwise payable to Apollo by the amount of any Liabilities arising out of or relating to this Agreement or the services to be rendered hereunder, it being understood that any recovery shall be limited to actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.
Indemnity for Liability
The Licensee will indemnify and save the Licensor and the Licensor’s directors, officers, employees and agents (collectively, “Licensor’s Personnel”) harmless from and against any actual or threatened claims, actions or proceedings arising out of the exercise by the Licensee of its rights under this Agreement and the Licensee’s use of any of the Marks. The foregoing indemnification does not apply insofar as any particular matter concerns whether or not the Licensor had the right to grant to the Licensee the use of the Marks pursuant to this Agreement. As concerns the foregoing indemnification, the Licensee will defend and save harmless the Licensor and/or the Licensor’s Personnel at no cost and expense to the Licensor and/or the Licensor’s Personnel whatsoever, against any damage, injury, liability, cost, loss or expense whatsoever, including, but not restricted to all reasonable legal fees and costs as charged by a lawyer to his own client, arising from or with respect to any claim, action or proceeding against the Licensor and/or the Licensor’s Personnel.
Consultant agrees to indemnify and hold the Company and its affiliates and its and their officers, directors, employees, agents and representatives (collectively, the “Indemnitees”) harmless from any injury occurring to the property or person of the Company as a result of Consultant’s performance of Services under this Agreement, or the performance of Consultant’s subcontractors, suppliers, or representatives, provided that said injury has not occurred because of the gross negligence of the Indemnitees, and for any claim or cost or expense incurred by an Indemnitee arising out of or relating to a breach by Consultant of any provision of this Agreement. Consultant shall maintain general and professional liability insurance in such amounts to satisfy its indemnification obligations under this Agreement.
SELLER AND BUYER MUTUALLY COVENANT TO AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH OTHER AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES (INCLUDING WITHOUT LIMITATION, COSTS OF DEFENSE, ATTORNEYS’ FEES, PENALTIES AND INTEREST), DAMAGES, CAUSES OF ACTION AND LIABILITY OF EVERY TYPE AND CHARACTER WITHOUT REGARD TO AMOUNT (TOGETHER, “LOSSES”) CAUSED BY, ARISING OUT OF OR RESULTING FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WRONGDOING OF SUCH INDEMNIFYING PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS WITH RESPECT TO THE PURCHASE, SALE OR EXCHANGE OF PRODUCTS HEREUNDER, EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY, ARISE OUT OF OR RESULT FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WRONGDOING OF THE INDEMNIFIED PARTY.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, WHICH ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF WHETHER IN CONTRACT, TORT OR OTHERWISE. EXCEPT FOR A BREACH BY SELLER OF ITS WARRANTY OBLIGATIONS UNDER SECTION 7 ABOVE, SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY DAMAGES OR LOSSES RESULTING FROM BUYER’S OR BUYER’S EMPLOYEE’S, CUSTOMER’S, CONTRACTOR’S OR AGENT’S ACTIONS OR INACTIONS FOLLOWING DELIVERY OF THE PRODUCT FROM SELLER TO BUYER HEREUNDER, INCLUDING WITHOUT LIMITATION THE IMPROPER USE OF THE PRODUCT. EACH PARTY’S RECOVERY WITH RESPECT TO ANY CLAIM, LOSS, EXPENSE, OBLIGATION OR LIABILITY HEREUNDER, OR PURSUANT TO THE TERMS HEREOF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE LIMITED TO DIRECT DAMAGES FLOWING FROM ANY BREACH BY THE OTHER PARTY OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION ANY DIRECT DAMAGES ARISING FROM A BREACH BY SELLER OF ITS WARRANTY OBLIGATIONS IN SECTION 7 ABOVE. Further, any actions to enforce any rights or obligations under this Agreement must be filed in court against the other party no later than one (1) year after the date on which the alleged breach of this Agreement occurred.
(A) REGARDLESS OF THE LEGAL THEORY OR THEORIES ALLEGED INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT) OR STRICT LIABILITY OF VMSC OR ANY THIRD PARTY, DISTRIBUTOR SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS VMSC, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, AND REPRESENTATIVES (COLLECTIVELY, “VMSC AND ITS AFFILIATES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, FINES, PENALTIES, JUDGMENTS, ATTORNEYS’ FEES AND COSTS OF ANY NATURE WHATSOEVER (COLLECTIVELY, “CLAIMS”) INCLUDING, WITHOUT LIMITATION, CLAIMS FOR PERSONAL INJURY OR DEATH OF THIRD PARTIES OR EMPLOYEES OF DISTRIBUTOR AND/OR ITS DEALER(S), CLAIMS FOR PROPERTY DAMAGE, AND CLAIMS ARISING OUT OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 (CERCLA), OR THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), AS AMENDED, NOW OR IN THE FUTURE, ARISING OUT OF (I) ANY VIOLATION OF LAW(S) BY DISTRIBUTOR OR ITS DEALER(S); (II) THE USE, OCCUPANCY, CONSTRUCTION, IMPROVEMENT, MAINTENANCE, REPAIR, UPKEEP, OR OPERATION OF, AT OR TO ANY STATION; (III) THE TRANSPORTATION OF PRODUCTS TO, OR RECEIPT, STORAGE, DISTRIBUTION, USE, HANDLING, OR RESALE OF PRODUCTS AT OR FROM, ANY STATION; (IV) SUBJECT TO SUBPARAGRAPH 13(B), THE USE OR SUBLICENSING OF THE MARKS BY DISTRIBUTOR OR ITS DEALER(S); AND/OR (V) ANY WILLFUL OR NEGLIGENT ACTS OR OMISSIONS TO ACT OF DISTRIBUTOR OR ITS DEALER(S). THE FOREGOING OBLIGATION TO RELEASE, INDEMNIFY, DEFEND AND HOLD VMSC AND ITS AFFILIATES HARMLESS SHALL NOT APPLY TO ANY INCIDENT DETERMINED IN THE FINAL JUDGMENT OF A COURT TO HAVE BEEN PROXIMATELY CAUSED BY THE SOLE NEGLIGENCE OF VMSC AND ITS AFFILIATES, BUT SHALL APPLY TO ANY INCIDENT PROXIMATELY CAUSED IN PART BY THE NEGLIGENCE OF VMSC AND ITS AFFILIATES OR SOLELY OR IN PART BY ANY THIRD PERSONS.
(B) VMSC SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS DISTRIBUTOR AND ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF (I) VIOLATION OF LAW(S) BY VMSC; AND/OR (II) DISTRIBUTOR’S USE OF THE MARKS IN ACCORDANCE WITH THIS AGREEMENT.
(C) AS USED IN THIS PARAGRAPH 13, THE TERMS “VMSC”, “DISTRIBUTOR” AND “DEALER(S)” ALSO REFER TO THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS AND/OR REPRESENTATIVES.
(D) THIS PARAGRAPH 13 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT AS TO ANY AND ALL CLAIMS. THE OBLIGATIONS HEREUNDER SHALL APPLY TO THE PARTIES’ ACTS AND OMISSIONS IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT AS WELL AS THE PARTIES’ ACTS AND OMISSIONS IN CONNECTION WITH THE PERFORMANCE OF ANY OTHER AGREEMENTS BETWEEN THEM. THE OBLIGATIONS HEREUNDER SHALL BE IN ADDITION TO ANY OTHER INDEMNITY, DEFENSE OR HOLD HARMLESS OBLIGATION(S) OF DISTRIBUTOR ARISING OUT OF ANY OTHER AGREEMENT BETWEEN DISTRIBUTOR AND VMSC AND ITS AFFILIATES.
Owner and Manager shall indemnify and hold each other harmless for all damages and expenses, including, without limitation, attorneys’ fees sustained by the other as a result of the action of the other, its employees or agents. This provision shall survive the termination of this Agreement,