commonform.org / 38dc08b33fc9bc416b24fdb7e4a72cb80ffc5fda4f755dbcffc0a750ce1ca1b5
Download .docx Download .md Download .json Edit

This form has been published as:

Contents

  1. Indemnification
    1. //ALTERNATIVE// Mutual Indemnification
  2. Indemnifiable Proceedign
    1. Exclusions
  3. Indemnifiable Losses
    1. Losses
    2. Litigation Expenses
    3. Minimum Indemnifiable Losses
    4. Maximum Indemnifiable Losses
    5. Exlcusions
  4. Notice
  5. Defense
  6. Authority to Contest, Pay, or Settle
    1. //ALTERNATIVE// Mutual Authority to Contest, Pay, or Settle
  7. Exclusive Remedy
    1. //ALTERNATIVE// Non-Exclusive Remedy

Indemnification

71924e4b8cd9a4f26c93cd5586d85b16ee27c613dca7e2f7e37b705b304c299e

Party A shall indemnify Party B against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

//ALTERNATIVE// Mutual Indemnification

40355ce9ac6ca7ad9b646392d68fbcac5b3e281ece8c58e1334b432d462fc4d9

Each party (as Indemnitor) shall indemnify the other party (as Indemnitee) against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Indemnifiable Proceedign

a8830bb85dc3f72b4123955022e2f0d6142516e9c784343d2994994a1c307561

Indemnifiable Proceeding means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding arising out of this agreement and relating to .

Exclusions

d66fa0cc2288762e60341792664940904f28c5c5c5757a9d78b8b45a4c5da62d

Party A will not indemnify Party B against Indemnifiable Losses to the extent Party B acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnifiable Losses

0aa465d75781be86879081047212bb3c926349340c7688f7fd636b6fcb85174f

"Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses

d4abebff1267854ee8f9392c6a6c3f1f3321a2e9385eb7b80aea0e7a48261c80

Losses means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expenses

abd209a306d9b23d0c1b1affa2d5dcda61b77c0a76ec4ad40a9b7fe64346eb9b

Litigation Expenses means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys' and other professionals' fees and disbursements.

Minimum Indemnifiable Losses

f0afe1b0887a0ddff59025d46c9be94a8eb170952ca17ae572a38f058822fc52

Party A will not indemnify Party B against Indemnifiable Losses that are less than .

Maximum Indemnifiable Losses

cffefc964eba1fa259bee2e5790751c7d4c14f1cf466973accce948722f8fa1b

Party A will not indemnify Party B against Indemnifiable Losses that are more than .

Exlcusions

d66fa0cc2288762e60341792664940904f28c5c5c5757a9d78b8b45a4c5da62d

Party A will not indemnify Party B against Indemnifiable Losses to the extent Party B acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Notice

ee4c7bb7a735220a1c6e764549f75a669f4c50e53c8d297cd12c1d4b2c36f672

Before bringing a claim for indemnification Party B shall promptly notify Party B of the Indemnifiable Proceeding and deliver to Party A all legal pleadings and documents necessary to defend the Indemnifiable Proceeding. If Party B Fails to notify Party A of the Indemnifiable Proceeding Party A will be relieved of its indemnification obligations to the extent Party A was prejudiced by Party B's failure.

Defense

c3096d16d28b7987c8e1973887d030d5d694ff46f6fd6851a09348233a86bb5f

In addition to indemnifying Party B against all Indemnifiable Losses Party A shall defend Party B against the Indemnifiable Proceeding. Party A shall reimburse Party B for any reasonable Litigation Expenses incurred by Party B in connection with the Indemnifiable Proceedings before Party A assumes the defense of the Indemnifiable Proceeding, except for any expenses incurred by Party B's failure to promptly notify Party A of the Indemnifiable Proceeding.

Authority to Contest, Pay, or Settle

9e08cf6c9bbf1d1bce804dbd8ccab042f1ec0406ae42c843017c144dd36b9105

Party A may contest, pay, or settle the Indemnifiable Proceeding without obtaining Party B's consent only if Party A's decision (1) does not require Party B to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against Party B, (3) provides that the claimant's monetary damages are paid in full by Party A, and (4) requires claimant release Party B from all liability under the Indemnifiable Proceeding.

//ALTERNATIVE// Mutual Authority to Contest, Pay, or Settle

0d81b7265f78579f898b0b4c01f3ce978a882fe1ed171e7c63dde9790e28d3db

Party A must obtain Party B's consent before and decision to contest, pay, or settle the Indemnifiable Proceeding.

Exclusive Remedy

d821aa977af29bf25ef842e438efe4c470891230c550266d1e5330d92240e716

Party B's right to indemnification is the exclusive remedies available in connection to Indemnifiable Proceedings.

//ALTERNATIVE// Non-Exclusive Remedy

8721c07c2d54f507793e3c9032d59157f6c15b5bd2e546cb743741e9011e40ae

Party B's right to indemnification is in addition to any other remedies available to Party B.