Legal Explanation
Out of context: Reply #7
- Started
- Last post
- 9 Responses
- randommail0
Rights of Third Parties
We will commit to you that, to our knowledge, the work we produce on your behalf will not infringe upon the intellectual property rights of any third party. However, you will be responsible for conducting patent, copyright, trademark and service mark searches and any other investigations required in order to ensure this.
You shall have the sole responsibility to secure statutory protection for intellectual property rights in the work. We will cooperate with you in the preparation and execution of all documents necessary to secure these protections, upon the payment of the appropriate invoices; costs incurred by us in connection with this cooperation will be billed to you at our cost.Indemnification of Both Parties
We hereby agree to indemnify and hold you harmless from and against any and all third party claims, demands, regulatory proceeding, damages, costs (including, without limitation, settlement costs) and expenses (including, without limitation, reasonable attorney’s fees), (collectively ‘Losses’), arising from any claim pertaining to libel, slander, defamation, copyright infringement, invasion of privacy, piracy, plagiarism, or any violation of intellectual property rights brought by third parties, which includes Third Party Vendors, relating to any materials we create or supply to you, except to the extent that such claim arises from materials created or supplied by you. We also agree to indemnify and hold you harmless against Losses caused by our breach, negligence, will misconduct, or bad faith with respect to this Agreement.
Other than that for which we agree to indemnify and hold you harmless pursuant to the above, you agree to indemnify and hold us harmless from and against any and all third party claims, demands, regulatory proceeding, damages, costs (including, without limitation, settlement costs) and expenses (including, without limitation, reasonable attorney’s fees) arising from or relating to your breach, negligence, will misconduct, or bad faith with respect to this Agreement.Warranties & Liability
We represent and warrant that all services will be performed in a professional, workmanlike, competent manner consistent with applicable professional standards; additionally, all work product will conform to the specifications agreed to, and will be suitable and appropriate for the designated use. With regard to software and other computer code, we agree to indemnify and hold you harmless – including officers, employees, and agents – from and against all claims, suits, damages, losses, liabilities, or expenses of any kind that occur as a result of recycled, modified, compiled, or copied code, as well as any occurrence of code corrupting your existing data and programs. We will use our reasonable best efforts to guard against any loss to you through failure of Third Party Vendors to perform in accordance with their commitments, and shall be liable for any damages, costs and expenses (including reasonable attorney’s fees) resulting from Third Party Vendor’s non-performance negligence, willful misconduct or bad faith with respect to this Agreement.Waiver
No waiver of any section of this agreement shall be valid or binding upon the parties unless made in writing and signed by duly-authorized representatives. Failure to insist upon strict performance of any section shall not constitute a waiver of the right to insist upon strict performance of the same section or other sections in the future.Severability
If any section of this agreement shall be held to be illegal, invalid or unenforceable, the validity, legality, and enforceability of the remaining sections shall not in any way be affected or impaired thereby.Force Majeure
Neither party shall be liable for damages for delay or failure to perform any obligation under this agreement if such delay or failure results directly or indirectly from circumstance beyond the reasonable control of such party.