It means that if you breach the terms of agreement you would be liable for loss suffered by other party . If any claims or demands are made you can be sued by other party for recovery of same
What does this mean?
The parties are myself and a consultant who I am hiring for some work. Out of every clause this is bugging me - it does not feel right or is this standard for an indemnity clause? ... "any breach or non-fulfilment by either Party of any of its representations, warranties, undertakings and covenants set out in this Agreement." The non fulfilment in this clause below... does it mean that the whole agreement is effectively void if the consultant does not fulfil the obligations? INDEMNITY The Parties agree and acknowledge that they are entering into this Agreement in reliance of the representations, undertakings and covenants made by each other either orally or in writing and expressly set out herein. The Parties shall indemnify and keep indemnified and hold harmless, each other, their directors, employees, representatives and agents as well as its group companies and their directors, employees, representatives and agents against all liabilities, demands and/or claims whatsoever, including third party claims for damages suffered or incurred or that may be suffered or incurred by the other Party for any reason whatsoever including as a result of or in relation to, any breach or non-fulfilment by either Party of any of its representations, warranties, undertakings and covenants set out in this Agreement. 8
Asked 4 months ago in Business Law
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7 Answers
This indemnity clause applies for both the parties to the agreement.
If either of the party breaches the conditions therein can be sued or sue the party which breached or aggrieved.
Since this is cautionary measure, there's no infirmity in it.
Dear client,
One typical method of allocating liability for violations of representations, guarantees, commitments, and covenants in a contract is through the indemnity provision that you gave. Although the consultant is liable for any losses that arise, the agreement may not necessarily be void if they fail to uphold their end of the bargain. The wording, nonetheless, might be improved to more precisely state the repercussions of non-fulfillment without suggesting that the agreement is immediately nullified. Contracts in India are governed by the Indian Contract Act, 1872. The Act's Section 73 provides damages in the event of a violation, while Section 74 addresses penalties for breach of contract. It's vital to ensure that the indemnity clause conforms with Indian contract law principles to be enforceable.
Hope this helps you.
- This means that both the parties to the agreement are bound to abide by the terms of the agreement , and in case of breach the clauses /terms of the agreement by either of the parties , the other party will have right to take legal action to enforce the terms of the agreement and to seek compensation.
- Since, this clause bounds both the parties of the agreement , hence there is no infirmity in it.
This clause is based upon the principle of Uberrimae fidei or of ' utmost good faith'.
Therefore, f later it is found that malpractice or mis representation was made for the purpose of execution of this agreement then the parties free to seek damages from the party at fault.
It is a standard indemnity clause, as presented here. There is no onerous condition.
You can challenge the same before competent authority
