Example ContractsClausesClient Indemnification
Client Indemnification
Client Indemnification contract clause examples

Client Indemnification. The Host shall indemnify, defend and hold harmless the Client and its respective Affiliates, officers, directors, employees, agents, successors and assigns from and against any and all Indemnifiable Losses resulting from or arising out of: # any inaccuracy in or breach or non- performance of any of the Host's representations and warranties, or other covenants or agreements in this Agreement or any other transaction document by the Host, # the failure of the Host to perform or observe fully any covenant, agreement or other provision to be performed or observed by it pursuant to this agreement or any other transaction document, or # any other matters, things or events which give rise to any Indemnified Party suffering or incurring Indemnifiable Losses with respect to its or its Affiliates’ investments in the Client. If and to the extent that such indemnification is unenforceable for any reason, the Host will make the maximum contribution to the payment and satisfaction of such indemnified liabilities permissible under applicable Law.

Client Indemnification. The Host shall indemnify, defend and hold harmless the Client and its respective Affiliates, officers, directors, employees, agents, successors and assigns from and against any and all Indemnifiable Losses resulting from or arising out of: # any inaccuracy in or breach or non- performance of any of the Host's representations and warranties, or other covenants or agreements in this Agreement or any other transaction document by the Host, # the failure of the Host to perform or observe fully any covenant, agreement or other provision to be performed or observed by it pursuant to this agreement or any other transaction document, or # any other matters, things or events which give rise to any Indemnified Party suffering or incurring Indemnifiable Losses with respect to its or its Affiliates’ investments in the Client. If and to the extent that such indemnification is unenforceable for any reason, the Host will make the maximum contribution to the payment and satisfaction of such indemnified liabilities permissible under applicable Law.

Client Indemnification. Client hereby agrees to save, defend, indemnify and hold harmless [[CoreRx:Organization]] and its officers, directors, employees, consultants and agents (“[[CoreRx:Organization]] Indemnities”) from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which any such [[CoreRx:Organization]] Indemnity may become subject as a result of any claim, demand, action or other proceeding by any third party to the extent such Losses arise out of: # the breach by Client of any representation, warranty, covenant or agreement made by it under this Agreement; # the gross negligence or willful misconduct of any Client Indemnity; or # the Client’s development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Client; except, in each case, to the extent such Losses result from the material breach by [[CoreRx:Organization]] of any representation, warranty, covenant or agreement made by it under this Agreement or the gross negligence or willful misconduct of any [[CoreRx:Organization]] Indemnity.

Indemnification by Client. Client shall indemnify, defend, and hold harmless Catalent, its Affiliates, and their respective directors, officers and employees (“Catalent Indemnitees”) from and against any and all Losses to the extent arising out of or resulting from # any breach of Client’s representations, warranties or obligations set forth in this Agreement, # any manufacture, packaging, sale, promotion, distribution or use of or exposure to Product or Client-supplied Materials, including product liability or strict liability, # Client’s exercise of control over the Processing, to the extent that Client’s written instructions or directions violate Applicable Laws, # the conduct of any clinical trials utilizing Product or API, # any negligence or willful misconduct by Client or its Affiliates in connection with the performance of its obligations under this Agreement, including its representatives during any audit of the Facility, # ​, or # any negligence or willful misconduct by Client, in each case except to the extent that any of the foregoing arises out of or results from any Catalent Indemnitee’s negligence, willful misconduct or breach of this Agreement or is subject to Catalent’s indemnification obligations under Sections 13.1.

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, and their respective directors, officers and employees (“Catalent Indemnitees”) from and against any and all Losses arising out of or resulting from # any breach of its representations, warranties or obligations set out in this Agreement, # any manufacture, packaging, sale, promotion, distribution or use of or exposure to Product or Client-supplied Materials, including product liability or strict liability, # Client’s exercise of control over the Processing, to the extent that Client’s instructions or directions violate Applicable Laws, # the conduct of any clinical trials utilising Product or API, # any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by intellectual property or other information provided by Client, including Client-supplied Materials, or # any negligence or willful misconduct by Client; in each case except to the extent that any of the foregoing arises out of or results from any Catalent Indemnitee’s negligence, willful misconduct or breach of this Agreement.

Indemnification by Client. Client shall defend, indemnify and hold harmless SBL, its Affiliates, and their officers, directors, employees or agents from and against any Damages arising or resulting from any third party (which shall exclude SBL Affiliates) claims to the extent such Damages arise out of or in connection with any claims, demands or actions based upon # ​ this MSA or the applicable PSA; # a breach of Client’s warranties under Section 12; or # any claim alleging that any specific Client instructions to SBL that constitute an additional manufacturing activity beyond what is provided for in the Master Batch Record or use of Client’s Background IP necessary for SBL’s performance of the Services pursuant to the MSA or any PSA (including but not limited to use of the Client Materials and Client Technology in SBL’s performance of the Services) infringes any third party’s Intellectual Property rights; except in each case to the extent that such Damages are caused by the causes as set forth in Section 13.1 for which SBL is obliged to indemnify Client (or would be obligated to indemnify SBL but for the limitations of liability set forth herein or in any PSA, in accordance with the limitations on liability set forth in the PSA).

Indemnification by Client. Client shall indemnify and hold harmless Cardinal Health, its Affiliates, and their respective directors, officers, employees and agents (“Cardinal Health Indemnitees”) from and against all Liabilities arising out of or resulting from # any breach of its representations, warranties or obligations set forth in this Agreement; # any manufacture, sale, promotion, distribution, shipping, use of or exposure to the Product or any materials supplied by Client, including, without limitation, product liability or strict liability; # any actual or alleged infringement or violation of any patent, trade secret, copyright, trademark or other proprietary rights concerning the Product or provided by Client; or # any negligence or willful misconduct by Client, except to the extent that any of the foregoing arises out of or results from any Cardinal Health Indemnitee’s negligence, willful misconduct or breach of this Agreement.

Client. Client represents, warrants and undertakes to Catalent that:

Client. Client represents, warrants and undertakes to Catalent that:

Client. Client represents, warrants and covenants to Cardinal Health that:

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