Sales Policy On Contract Indemnity
Effective Date: [October 25, 2050]
1. Parties
This Sales Policy on Contract Indemnity (hereinafter referred to as the "Indemnity Policy") is entered into by and between:
[Your Company Name], a digital technology company, with its principal place of business at [Your Company Address], herein referred to as the "Seller," and
[Client Company Name], a company engaging in business with the Seller, with its principal place of business at [Client Company Address], herein referred to as the "Buyer."
Collectively, the Seller and the Buyer may be referred to as the "Parties."
2. Scope Of Indemnity
Breach of Contract: The Seller shall indemnify and hold harmless the Buyer against any losses, damages, or expenses incurred by the Buyer resulting from a breach of any material representation, warranty, or covenant made by the Seller under the contract between the Parties.
Product Liabilities: The Seller shall indemnify and hold harmless the Buyer from any claims, liabilities, or losses arising from product defects or safety issues related to products supplied by the Seller under the contract.
Intellectual Property Infringements: The Seller shall indemnify and hold harmless the Buyer from any claims, demands, or suits alleging that products or services provided by the Seller infringe upon any third party intellectual property rights.
3. Indemnification Obligations
The Seller commits to defending, indemnifying, and holding the Buyer harmless against any claims, demands, actions, losses, damages, costs, and expenses, including reasonable attorney fees, arising from the specified indemnity obligations outlined in Section 2 of this Indemnity Policy.
4. Notice And Cooperation
The Buyer shall promptly notify the Seller in writing of any potential claim, demand, or action for which indemnification may be sought.
The Parties agree to cooperate fully in the defense of any claim or suit subject to indemnification, including sharing relevant information and providing reasonable access to documents and witnesses.
5. Limits And Exceptions
The Seller's indemnification obligations under this Indemnity Policy shall not exceed the total contract value as defined in the contract between the Parties.
This Indemnity Policy shall not apply to losses or damages resulting from the Buyer's willful misconduct or intentional breach of the contract.
6. Insurance Coverage
The Parties shall maintain appropriate insurance coverage to support their respective indemnity obligations under this Indemnity Policy, as specified in the contract.
7. Governing Law And Dispute Resolution
This Indemnity Policy is governed by the laws of the State of [Specify Jurisdiction]. Any disputes related to indemnification shall be subject to the dispute resolution mechanisms specified in the contract between the Parties.
8. Duration Of Indemnity
The Seller's indemnification obligations under this Indemnity Policy shall remain in effect for a period of three (3) years from the Effective Date, unless otherwise provided in the contract. This duration may extend beyond the termination of the contract for certain claims specified therein.
9. Severability And Entire Agreement
If any provision of this Indemnity Policy is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Indemnity Policy, along with the contract between the Parties, constitutes the entire agreement between the Parties concerning indemnification.
In witness whereof, the Parties hereto have executed this Sales Policy On Contract Indemnity as of the Effective Date.
[Your Company Name]
By:
[Your Name], [Job Title]
Date: [October 25, 2050]
[Client Company Name]
By:
[Client], [Job Title]
Date: [October 25, 2050]
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