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there is an agreement with me as a MANUFACTURER who makes some PRODUCTs and a DISTRIBUTOR. i cannot understand this article. can anyone help me please? Both parties agree to indemnify and hold the other party, its respective parties' officers, directors, employees, and agents, harmless against all claims that directly or indirectly relate to; (i) the operation of the indemnifying party's business; (ii) the MANUFACTURER and services the indemnifying party sells or licenses in connection with the PRODUCTS; or (iii) other additions or changes to the PRODUCTS that are in violation of applicable laws or in breach of this Agreement. i appreciate if you let me know with an example. please let me know if more information i should provide.
1 ANSWER
It appears to be a poorly drafted indemnity provision which is probably intended to make sure that if either party sustains any damages (legal fees, recall costs, etc.) due to the other party's wrongdoing in connection with the agreement, the wrongdoing party will pay those damages. For example, if the distributor is sued because the products it is distributing for the manufacturer violate a third party's patent, this provision is intended to make sure that the manufacturer will pay the distributor's damages (legal fees, any damages awarded to the patent owner, etc.) To me, the clause seems more vague and broad than it should be.
Answered on Sep 05th, 2014 at 12:39 PM