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英文合同中indemnity这一条款通常被翻译成赔偿，但其条款内容却是免除另一方受到追诉、索赔等内容，为何？
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1.75亿学生的选择
合同条款的标题只是为了方便查询相关规定。你说的情况其实也不是完全不合理，因为免于赔偿（也就是责任限制）并非和赔偿一点关系也没有。如果合同中没有“责任限制”这一条款的话，将免于赔偿的规定放在“赔偿”的条款下也是经常有的，并无不妥。当然，大型或正式一点的合同规定要详细一些，一般会有专门的责任限制条款。对于一个合同来说，这仅仅是一个逻辑问题。 如果合同的“赔偿”条款仅仅写了责任限制的内容，没有...
去看看TOLES中unit 10中关于indemnity &warranty 条款的部分就明白了
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扫描下载二维码商业英语合同中Indemnity条款
一、Indemnity 的语义和含义
根据Oxford Advanced Learner’s English － Chinese Dictionary
的解释，Indemnity的语义为guarantee against damage or loss． Compensation for
Money，goods etc given as compensation for damage or
loss。即补偿、赔偿、保障、保护，赔偿物的意思。
根据Black’s Law Dictionary 的解释，Indemnity 的含义主要有两种。第一种为A duty to
make good any loss，damage，or liability incurred by
another。即对另一方遭受的损失、损害和责任进行补偿、赔偿的义务。第二种为Theright of an injured party
to claim reimbursement for its loss，damage，or liabilityfrom a
person who has such a
duty。即受害方向义务方要求对其遭受的损失、损害或责任进行补偿的权利。因此，Indemnity
的意思和含义主要包括补偿、赔偿、保障、保护、先行支付、代为支付等。但是需要注意的是，提供Indemnity
的一方，并非一定是造成损害的过错方。以下是笔者通过长期教学和实践，归纳出的Indemnity 条款的五种主要用法及相应的分析。
二、Indemnity 条款的五种主要用法
在商业合同中，Indemnity 条款的用法主要有以下五种类型:
1 合同一方提供Indemnity 条款
例句:The Supplier shall indemnify the Client from any
obligations，liabilities，costs and expenses arising out of its
performance of the
Service．该条款的意思是供货商应当保障客户免于承担因供货商履行服务而造成的任何义务、责任、费用和损失。这种由合同一方提供Indemnity
的条款(即unilateral indemnity
clause)，通常适用于合同服务内容和形式较为简单的合同，如供货合同、房屋装修合同等。其特点是客户的义务仅为支付合同款和进行验收，而供货商或承包商须承担大部分的合同义务。
2 合同双方对等提供Indemnity 条款
例句:The Contractor shall indemnify the Client from
claims，damages，losses
and expense arising out of the course of the Services．The Client
shall indemnify the Contractor from the claims，damages，lossesand
expense which is attributable to negligence，breach of contract by
the Client．
该条款的意思是承包商应当保障客户免于承担在其提供服务过程中产生的索赔、损害、损失和费用。而客户也应当保障承包商免于承担因客户的疏忽、违约而造成的索赔、损害、损失和费用。以上这种双方对等提供Indemnity
条款，称为reciprocal
indemnityclause。通常应用于合同服务内容较为复杂，需要客户和承包商共同履行合同义务才能实现合同的目的。
3 背靠背提供Indemnity 条款
例句:Contractor shall indemnify and hold harmless Customer from
any damages，loss and expense of Contractor and against any
proceedings and causes of action resulting therefrom howsoever
caused and irrespective of the fault or negligence of
Customer．Customer shall indemnify and hold harmless Contractor from
any damages，loss and expense of Customer and against any
proceedings and causes of actionresulting therefrom howsoever
caused and irrespective of the fault or negligence of
Contractor．
背靠背Indemnity 条款称为knock for knock Indemnity
Clause。该条款的意思是承包商和业主双方约定任何一方遭受的损失，无论是否由对方造成，都由己方自己承担，从而免除了对方的赔偿或补偿责任。适用背靠背Indemnity
条款的前提是合同双方都已经购买了相应的保险。且当保险合同中约定的保险事故发生时，保险公司会依据保险合同的规定承担先行的赔付义务。
4 仅对财产损失提供Indemnity 条款
例句:Supplier shall indemnify Client from loss of，or damage to the
property of Client resulting from Supplier’s negligence in
connection with the Service．
该条款的意思是供货商应当保障客户免于承担因承包商履行服务过程中的疏忽而导致对客户财产的损失或损害的责任。对于因人身伤害和死亡而造成的责任和损失，则应按照法律的相关规定来处理。
5 对人身伤害、死亡造成的责任和损失提供Indemnity 条款
例句:Supplier shall indemnify Client from any and all liabilities
for death，illness or injury to any of Client’s personnel resulting
from Supplier’s negligence in connection with the Service．
该条款的意思是供货商应当保障客户免于承担因承包商履行服务过程中的疏忽而导致对客户人员的死亡、疾病或人身伤害的责任。对于财产损失和责任，则直接按照法律的相关规定来处理。
三、Indemnity 条款的性质、应用分析和发展
1 Indemnity 条款的性质Indemnity
条款本质上是一种责任限制或者责任免除条款，体现为合同中的一方(即提供Indemnity
的义务方)根据合同事先约定免除合同相对方可能承担的法律责任。这种法律责任或后果，既可以是由提供免责的一方造成的，也可以是由被免责的一方造成的。
2 Indemnity
条款的安排应该以合同双方的权利义务范围为基本依据对于合同任何一方而言，都希望对方能够为本方提供尽可能充分的Indemnity保障，而本方则尽可能少地或者不向对方提供Indemnity。因此，Indemnity条款往往是合同谈判中的焦点。笔者认为，合同各方可以从以下三个方面来安排合同中的Indemnity
(1) 原则上，Indemnity
条款的安排应该以合同双方的义务范围为基本依据就销售合同、供货合同或服务合同而言，供货商承担的合同义务范围往往大于客户。例如承包商承担制造、运输、安装、调试和质保义务，而客户往往只有付款的义务。因此，通常情况下，主要由供货商向客户提供Indemnity，特别是针对产品或服务质量引起的对第三方或对客户人身、财产造成的损失。
(2) 对于某些大型、复杂的设计、施工和服务合同，业主也应当向承包商提供Indemnity，但应该有针对性
对于某些大型、复杂的设计、施工和服务合同，业主也要承担相当多的义务。比如在设计合同中，业主需要提供设计任务书、工艺设计包和其他前提条件以便设计承包商进行设计。所以，业主有义务向承包商提供Indemnity。但业主提供的Indemnity
应该有针对性。主要是针对由业主提供的工艺、资料信息、知识产权存在的瑕疵等可能给承包商带来的损失。
(3) 为过错方提供Indemnity
的条款，应当不违反各国法律的规定如前所述，对于向过错一方提供Indemnity，在实践中情况较为复杂。“背靠背Indemnity
条款”，就是典型的向过错一方提供Indemnity 的条款。在适用免除过错方责任的Indemnity
条款时，应该注意避免与各国的法律规定相冲突。例如，中国《合同法》第五十三条规定对于免责条款无效的规定。英国《1977
不公平合同条款法》对于因疏忽造成的死亡或个人伤害给予免责的合同条款无效的规定。
3 近期国外商业合同实践中Indemnity 条款适用原则的新发展近年来，国外通过多个关于Indemnity
合同条款案例的争议解决，形成了以下几个适用Indemnity 条款的新原则:
(1)免责意思表达必须明确的原则
免责意思表达原则明确是指合同中的Indemnity 条款必须专门设置，Indemnity
条款的标题不能与其他条款的标题混同。而且Indemnity 条款的免责范围和对象，还必须综合合同全文的意思来确定。
(2)合同解释应有利于提供Indemnity 一方的原则合同解释应有利于提供Indemnity
一方的原则，是指对Indemnity 条款的解释和适用必须从严掌握。如果合同中Indemnity
条款的含义和适用存有疑问，应当按照有利于Indemnity 提供方的原则进行解释． 。
(3)因果关系必须直接、明确的原则因果关系明确原则是指在确定Indemnity
条款是否适用时，因果关系的逻辑必须直接、明确。在签订合同时，Indemnity 条款往往使用”arising outof”或者”in
connection
with”这样的语词。即只要损害或损失与提供Indemnity的一方有关联，即使是非常间接、模糊的关联，Indemnity
的义务方就有义务提供Indemnity。但是，新近确立起来的因果关系明确原则明确规定只有存在直接、明确的因果关系时，Indemnity
义务方才有义务提供Indemnity。
已投稿到：
以上网友发言只代表其个人观点，不代表新浪网的观点或立场。indemnity agreement
损失补偿契约
【英文名称】 Indemnity Agreement
【中文名称】 补偿协议
【合同类型】 报酬合约[Compensation] → [Deferred Compensation Plans]
基于8个网页-
...（Sublease Agreement），保障协议（Safeguards Agreement），适用索赔 （Applicable Claims），赔偿协议（Indemnity Agreement）,竞业禁止协议（NonSolicitation Agreement）,软件协议（Software Agreement）和所有有关协议（Related Agreements）的终止情形。
基于6个网页-
损失补偿合同
英文合同 / 知识产权许可协议 - 中律网 ...
License Agreement许可协议
Indemnity Agreement损失补偿合同
Operating Agreement经营合同 ...
基于4个网页-
act)或是补偿契约(indemnity agreement).因此其又可划分为保险和非保险之转移.
基于3个网页-
损失补偿合同
全面补偿协议
损失补偿合同
损失补偿合同
环境损害补偿合同
税金分配与补偿合同
正式协议及弥偿书
更多收起网络短语
&2,447,543篇论文数据，部分数据来源于
This indemnity provision shall survive any termination of this Agreement.
这个赔偿供应将生存这个协议的所有终止。
Agreement. These indemnities shall be in addition to any other right, indemnity or claim which.
采用奖金、补偿金、股票购置权以及其他奖赏等薪资形式的也在增加。
This indemnity shall extend to any costs and expenses incurred by the seller and shall continue in force notwithstanding the termination of this agreement .
此弥偿延伸到的任何费用及开支由卖方，并应继续有效，尽管终止本协议。
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Indemnity Agreement损失补偿合同
　来源：　作者：
核心提示：This Indemnity Agreement, dated as of _________(year), is made by and between AAA, a _________(address) corporation (the Company), and (the Indemnitee). RECITALS A. The Company is aware that competent and experienced persons are increasingly relucta
This Indemnity Agreement, dated as of _________(year), is made by and between AAA, a _________(address) corporation (the &Company&), and (the &Indemnitee&).
A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors, officers and other agents.B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such directors, officers and agents with adequate, reliable knowledge of legal risks to which they are exposed or information regarding the proper course of action to take.C. Plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal resources of directors, officers and other agents.D. The Company believes that it is unfair for its directors, officers and agents and the directors, officers and agents of its subsidiaries to assume the risk of huge judgments and other expenses which may occur in cases in which the director, officer or agent received no personal profit and in cases where the director, officer or agent was not culpable.E. The Company recognizes that the issues in controversy in litigation against a director, officer or agent of a corporation such as the Company or its subsidiaries are often related to the knowledge, motives and intent of such director, officer or agent, that he is usually the only witness with knowledge of the essential facts and exculpating circumstances regarding such matters, and that the long period of time which usually elapses before the trial or other disposition of such litigation often extends beyond the time that the director, officer or agent can reasonably and may extend beyond the normal time for retirement for such director, officer or agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which may discourage such a director, officer or agent from serving in that position.F. Based upon their experience as business managers, the Board of Directors of the Company (the &Board&) has concluded that, to retain and attract talented and experienced individuals to serve as directors, officers and agents of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, it is necessary for the Company to contractually indemnify its directors, officers and agents and the directors, officers and agents of its subsidiaries, and to assume for itself maximum liability for expenses and damages in connection with claims against such directors, officers and agents in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the Company's stockholders.G. Section 145 of the General Corporation Law of _________(address), under which the Company is organized (&Section 145&), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive.H. The Company desires and has requested the Indemnitee to serve or continue to serve as a director, officer or agent of the Company and/or one or more subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the Company and/or one or more subsidiaries of the Company.I. Indemnitee is willing to serve, or to continue to serve, the Company and/or one or more subsidiaries of the Company, provided that he is furnished the indemnity provided for herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions.
(a) Agent. For the purposes of this Agreement, &agent& of the Company means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the C or is or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.
(b) Expenses. For purposes of this Agreement, &expenses& include all out of pocket expenses costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements), actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement or Section 145 provided, however, that &expenses& shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding.
(c) Proceeding. For the purposes of this Agreement, &proceeding& means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, or investigative.
(d) Subsidiary. For purposes of this Agreement, &subsidiary& means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.
2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity Indemnitee currently serves as an agent of the Company, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or until such time as he tenders his re provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by Indemnitee.
3. Liability Insurance.
(a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that the Indemnitee was an agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance (&D&O Insurance&) in reasonable amounts from established and reputable insurers.
(b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if the Inde or of the Company's officers, if the Indemnitee is not a director of the Compa or of the Company's key employees, if the Indemnitee is not a director or officer but is a key employee.
(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.
4. Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee as follows:
(a) Successful Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding (including, without limitation, an action by or in the right of the Company) to which the Indemnitee was a party by reason of the fact that he is or was an Agent of the Company at any time, against all expenses of any type whatsoever actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceeding.
(b) Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
(c) Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company
except that no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.
(d) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, and if prior to, during the pendency of after completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee's heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections 4(a), 4(b), or 4(c) above were Indemnitee still alive.
(e) Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under a valid and enforceable indemnity clause, by-law or agreement.
5. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.
6. Mandatory Advancement of Expenses. Subject to Section 8(a) below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within _________ (_________) days following delivery of a written request therefor by the Indemnitee to the Company.
7. Notice and Other Indemnification Procedures.
(a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
(c) In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in any such proceeding at the Indemnitee' and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.
8. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:
(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of _________(address) or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145.
(b) Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good fa or
(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld.
9. Non-exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or disinterested directors, other agreements, or otherwise, both as to action in his official capacity and to action in another capacity while occupying his position as an agent of the Company, and the Indemnitee's rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.
10. Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within _________ (_________) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.
11. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.
12. Survival of Rights.
(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein.
(b) The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
13. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by law including those circumstances in which indemnification would otherwise be discretionary.
14. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 13 hereof.
15. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
16. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.
17. Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of _________(address) as applied to contracts between _________(address) residents entered into and to be performed entirely within _________(address).
18. Consent to Jurisdiction. The Company and the Indemnitee each hereby consent to the jurisdiction of the courts of the State of _________(address) with respect to any action or proceeding which arises out of or relates to this Agreement.
The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.THE COMPANY:AAABy;_________I _________Address: _________ INDEMNITEE:By;_________Name: _________Address: _________
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