lundi 13 novembre 2017

Contract Law: Duties of Indemnification under a Contract Clause

So this is weird, we have an business contract for advertising and marketing that has an indemnification clause which appears, at least to me, to indemnify the signers against penalties from violating the same agreement. Is the below doing that?

9. INDEMNIFICATION:

9.1 Each party shall indemnify, defend and hold harmless the other party and their respective officers, directors, employees, agents, partners, shareholders, members, and other owners, from and against any and all claims, demands, liabilities, obligations, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and investigation costs), or any other liability whatsoever (any or all of the foregoing hereinafter referred to as "losses") arising out of or relating to this Agreement as a result of the indemnitor's breach of this agreement.

9.2 Should any claim give rise to a duty of indemnification under the provisions of this Agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in, control of the defense, compromise and to defend such claim.

9.3 The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Neither participation nor control in the defense shall waive or reduce any obligations to indemnify or hold harmless.

Is there a positive reason, or a benefit to the company who's doc this is? Doesn't seem to make sense to me, does it to you?

Thanks.
Verns


Contract Law: Duties of Indemnification under a Contract Clause

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