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For example, an indemnification provision may exclude indemnification for claims or losses that result from the indemnified party's: Negligence or gross negligence. Improper use of the products. Bad faith failure to comply with its obligations in the agreement.
Contracts Contravening Public Policy Generally. A contract that is against the policy of the law cannot be enforced.
In the indemnity clause, one party commits to compensate another party for any prospective loss or damage. More common is in insurance contracts, in exchange for premiums paid by the insured to the insurer, the insurer offers to compensate the insured for any potential damages or losses.
Indemnity Exceptions. If the alleged infringement is caused as a result of [PARTY B] (a) modifying or altering the Services, or (b) combining the Services with products or services not supplied by [PARTY A], [PARTY A] is not required to indemnify [PARTY B] unless in either case [PARTY A] gave its prior written consent.
Answer: Indemnification language in a contract is traditionally understood to apply only to third party claims and not to ?direct? claims between the parties themselves.
Indemnity can be claimed for actions of a third party, whereas damages can only be claimed for actions of the parties to the contract.
Under an indemnity provision, the indemnifying party agrees to compensate the indemnified party for direct claims (by the indemnified party against the indemnifying party), third-party claims, or both.
Under Georgia law, unless a statute provides otherwise or an indemnification clause includes a duty to defend or express language requiring the payment of attorneys' fees, an indemnified party is not entitled to recover attorneys' fees and legal costs incurred as a result of suits brought against it relating to matters ...