Mutual Indemnification and Hold Harmless Agreement

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Mutual Indemnification and Hold Harmless Agreement

Mutual Indemnification and Hold Harmless Agreement

PARTIES

This Mutual Indemnification and Hold Harmless Agreement (hereinafter referred to as the “Agreement”) is made and entered into this {{day}} day of {{month}}, {{year}}, by and between:

Party A: {{party_a_company_name}}, a company duly incorporated under the laws of {{party_a_country}}, with its principal place of business at {{party_a_address}} (hereinafter referred to as “Party A”).

Party B: {{party_b_company_name}}, a company duly incorporated under the laws of {{party_b_country}}, with its principal place of business at {{party_b_address}} (hereinafter referred to as “Party B”).

Party A and Party B are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Parties are desirous of entering into a collaborative arrangement concerning {{description_of_collaboration_or_activity}} (hereinafter referred to as “the Project”);

WHEREAS, in connection with the Project, the Parties acknowledge that certain risks and liabilities may arise;

WHEREAS, the Parties mutually desire to protect each other from such potential liabilities, damages, and losses as further defined herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

MUTUAL INDEMNIFICATION

Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation) of every kind and nature, arising out of or in connection with:

(a) Any breach by the Indemnifying Party of its obligations, representations, or warranties under this Agreement;

(b) Any negligent or willful act or omission of the Indemnifying Party, its employees, agents, subcontractors, or representatives directly related to the Project;

(c) Any third-party claim alleging intellectual property infringement by the Indemnifying Party in the performance of the Project; and

(d) Any direct or indirect liabilities, damages, and losses incurred by the Indemnified Party arising from the Indemnifying Party's activities related to the Project, except to the extent caused by the sole negligence or willful misconduct of the Indemnified Party.

HOLD HARMLESS

Each Party agrees to hold the other Party harmless from any claims, actions, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may arise from the Indemnifying Party's performance of its obligations under this Agreement or its participation in the Project, except for those arising directly from the negligence, gross negligence, or willful misconduct of the Indemnified Party.

EXCLUSIONS FROM INDEMNIFICATION

Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for any claims, damages, liabilities, costs, or expenses to the extent that they arise from:

(a) The gross negligence or willful misconduct of the Indemnified Party;

(b) Any breach by the Indemnified Party of its obligations, representations, or warranties under this Agreement;

(c) Any third-party claim where the Indemnified Party is found to be solely responsible for the alleged act or omission.

(d) Indirect, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to, loss of profits, loss of revenue, loss of business opportunity, or loss of data.

PROCEDURE FOR INDEMNIFICATION

(a) Notice: The Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand for which indemnification may be sought under this Agreement. Failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend the claim.

(b) Defense: The Indemnifying Party shall have the right, at its own expense, to assume the defense of any claim with counsel of its own choosing, provided that such counsel is reasonably satisfactory to the Indemnified Party. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of any such claim.

(c) Settlement: The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

LIMITATION OF LIABILITY

Except for the indemnification obligations set forth herein, in no event shall either Party be liable to the other Party for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to, loss of profits, loss of revenue, loss of business opportunity, or loss of data, arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if such Party has been advised of the possibility of such damages.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the {{arbitration_institution}} for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}. The language of the arbitration shall be English.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent of the Parties.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating thereto. No modification or amendment of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Mutual Indemnification and Hold Harmless Agreement as of the date first above written.

FOR PARTY A:

_____________________________

Name: {{party_a_authorized_signatory_name}}

Title: {{party_a_authorized_signatory_title}}

Date: {{signature_date_a}}

FOR PARTY B:

_____________________________

Name: {{party_b_authorized_signatory_name}}

Title: {{party_b_authorized_signatory_title}}

Date: {{signature_date_b}}