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Aug 6th, 2022
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How to Change logo in the Indemnification Agreement

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hi Im Michele welcome back to finally revealed in this section weve been going over different types of terms that you may or may not know what they mean or how theyre used today I want to talk about another one of those terms and this is indemnification to indemnify or to provide an indemnification sometimes comes up in a context where youre signing a contract youre making a settlement or you are separating maybe in a business youre going your own ways or you are selling someone something or theyre selling something to you to indemnify someone means to in common terms cover their back means that you are going to step up for them and you are going to take care of them and any claims that are made against this person for the circumstance described for the product thats being sold or otherwise as is explained now to be responsible for the indemnification it should be clear what it is that you are indemnifying them against is it a something that if something goes wrong is it for a

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A typical indemnification clause consists of two separate and distinct obligations: an obligation to indemnify, and an obligation to defend.
Sellers should also limit the survival period for most indemnification claims to just a short time after closing, i.e., six months to two years (although certain fundamental claims or particularly risky claims typically survive for much longer periods).
The two parties of the contract will sign the indemnification agreement. This means the indemnitee, or the person/business/company providing the good/service, will sign the document. The indemnifier, or the person/business/company receiving the good/service, will sign the document as well.
For some contracts, the indemnification period may end when the contract expires. However, many contracts contain an indemnification obligation that lasts beyond the contract itself. This is termed a survival period, as a party may sometimes only claim damages after the contracting period.
A typical indemnification clause consists of two separate and distinct obligations: an obligation to indemnify, and an obligation to defend.
A cap (also called a limitation of liability) on indemnification limits indemnifiable damages to a maximum amount, i.e., $500,000. Certain fundamental representations and warranties such as those concerning existence, authorization, taxes, employment matters and broker fees may be carved out of the cap.
This will be detailed for both third-party claims and for claims made directly by the Buyer or the Seller. Survival Period: This article will also establish the time horizon over which the parties are indemnified. Survival periods often range anywhere from six months to two years.
Most states hold that indemnity provisions are enforceable as written. These clauses will likely be construed in ance with the rules of construction that apply to contracts generally. However, the freedom to contract will be limited by Courts who will disallow contracts in contravention of public policy.

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