Indemnity clause
Nidhi
(Querist) 23 August 2011
This query is : Resolved
Hi All,
I am vetting a agreement and donot have much experience in vetting, kindly guide if the following clause is ok:
INDEMNIFICATION
Each party will indemnify, defend, and hold the other harmless against third party claims(Including, without limitation, the parties’ employees) for personal injury, death or loss of or damage to property caused solely by its negligence in the performance of this Agreement.The indemnitor’s obligations under this Clause are conditioned on receiving prompt notice of a claim from the indemnitee. The indemnitor will be entitled exclusively to control the defense. At the indemnitor’s expense, the indemnitee will provide reasonable assistance in defense of the claim including, but not limited to, promptly furnishing the indemnitor with all relevant information within its possession or control. Because the indemnitor will provide the defense, the indemnitor will not be liable for any attorney fees or costs of indemnitee.The indemnitee may participate in the defense, but in no event will the indemnitor be liable for the indemnitee’s attorney fees or costs. The indemnitee may not enter into any settlement, assume any obligation or make any concession without the prior written approval of indemnitor, which may not be unreasonably withheld.
LIMITATION OF LIABILITY
The maximum liability of Contractor to the Owner arising out of or in connection with this agreement, whether such liability arises from any claim based upon contract, warranty, tort or otherwise, shall in no case exceed the actual amount paid to the contractor by the owner for contract services to be delivered hereunder.
In no event will hail be liable for any incidental damages, consequential damages, special damages, indirect damages, loss of profits, loss of revenues, or loss of use, these limitations and exclusions will apply regardless of whether liability arises from breach of contract, warranty, tort (including but not limited to negligence), by operation of law, or otherwise.
this clause has ben inserted by other party in the agreement.
Dhiren Akbari
(Expert) 09 November 2011
Indemnity clause is usual in agreement. limitation of liability is something which crucial part of agreement and need to be drafted after accessing the probable liability which may come out of the present agreement. herein present case, the contractor has limited his financial liability to the extent of actual amount paid to the contractor. may be discussed and modified accordingly.
