Analyze Indemnification Clause
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Fwd: Redlined MSA - Section 9 Indemnification
Our vendor Westbrook Digital Solutions just sent over their standard master services agreement. Can you look at the indemnification section? I think it is one-sided but I am not sure what to push back on.
From the contract (Section 9 - Indemnification):
9.1 Client Indemnification. Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or related to (a) Client's use of the Services, (b) Client's breach of this Agreement, (c) any content or data provided by Client, or (d) Client's violation of applicable law.
9.2 Provider Indemnification. Provider shall indemnify Client against third-party claims alleging that the Services, as provided by Provider and used in accordance with this Agreement, infringe a valid United States patent or copyright, provided that Client gives Provider prompt written notice, sole control of the defense and settlement, and reasonable cooperation.
9.3 Limitations. The aggregate liability of Provider under this Agreement, including indemnification obligations, shall not exceed the fees paid by Client in the twelve (12) months preceding the claim. This limitation shall not apply to Client's obligations under Section 9.1.
Our contract value is around $180,000 annually. We are a 50-person firm and they are a much larger vendor.
Nadia Reyes
Director of Procurement, Hargrove Partners
From the contract (Section 9 - Indemnification):
9.1 Client Indemnification. Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or related to (a) Client's use of the Services, (b) Client's breach of this Agreement, (c) any content or data provided by Client, or (d) Client's violation of applicable law.
9.2 Provider Indemnification. Provider shall indemnify Client against third-party claims alleging that the Services, as provided by Provider and used in accordance with this Agreement, infringe a valid United States patent or copyright, provided that Client gives Provider prompt written notice, sole control of the defense and settlement, and reasonable cooperation.
9.3 Limitations. The aggregate liability of Provider under this Agreement, including indemnification obligations, shall not exceed the fees paid by Client in the twelve (12) months preceding the claim. This limitation shall not apply to Client's obligations under Section 9.1.
Our contract value is around $180,000 annually. We are a 50-person firm and they are a much larger vendor.
Nadia Reyes
Director of Procurement, Hargrove Partners
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