大使馆英语责任、赔偿、免责条款的翻译 Liability, Indemnification and Release

2021年1月19日发(作者：shook)
责任、赔偿、免责条款的翻译

Liability, Indemnification and Release
翻译实践


1. Each party shall indemnify the other from any and all losses that may arise out of
breach by such party of any of the warranties set forth in this Article, and each party
shall indemnify the other party from any and all losses that may arise out of breach by
such party of any of the agreed terms in this Agreement.

2. Without limiting any right or remedy available to the non-defaulting party at law or
in equity, upon the termination of this Agreement in accordance with Articles X, the
defaulting
party
shall indemnify the other party
for all damages, costs, charges
and
expenses
suffered
or
incurred
by
it
in
connection
with
the
termination
due
to
the
negligence, breach of duty or other default or wrongdoing of the defaulting party, its
servants, employees, agents or contractors.

3.
The
CJV
shall
be
solely
and
fully
responsible
for
the
quality
of
the
Products
manufactured
hereunder,
for
their
conformity
with
the
Technical
Data
and
for
their
compliance with the laws and regulations from time to time in force in the Territory.
The
CJV
shall
indemnify
Party
B
against
any
loss
or
damage
directly
or
indirectly
suffered by Party B as a result of the failure of the Products manufactured hereunder to
comply with the Technical Data (
regulations; provided, however, that such indemnification shall not exceed the total of
ex-factory sales price, costs of delivery and transportation and other costs associated
with the recall of these Defective Products.

4. Each Party hereby indemnifies the other Party and undertakes to hold harmless and
defend the other Party against any and all claims, suits, losses, damages, disbursements
(including legal and management costs) arising out of any alleged or actual breach or
failure to comply with the terms and

conditions
hereof
including
but
not
limited
to
any
infringement
of
the
other
Party's
intellectual property or other rights occurring as a result of the offending Party's fault,
omission or activities in connection with the Project.


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5. Consultant hereby agrees to indemnify, hold harmless and defend Client from and
against any and all claims, liabilities, losses, expenses (including reasonable attorneys'
fees), or damages (collectively
the extent such Liabilities result from the infringement of the Works delivered on any
third party's trade secret, trademark, service mark, copyright or patent issued as of the
date of this Agreement (collectively, an
Client:
(i)
promptly
notifies
Consultant
of
any
third
party
claim
subject
to
indemnification
hereunder,
(ii)
gives
Consultant
the
right
to
control
and
direct
the
preparation of a defense, the defense and any settlement of any such claim, (iii) gives
full
cooperation
to
Consultant
for
the
defense
of
same,
and
(iv)
complies
with
Consultant's
direction
to
cease
any
use
of
the
Works
which,
in
Consultant's
sole
judgment, is likely to be ruled an infringement on a third party's Intellectual Property
Right.

6.
Each
Party
forever
releases
and
discharges
the
other
from
all
claims,
debts,
allegations, actions, causes of action and demands, whether known or unknown, arising
from
or in
connection
with the Claim
and existing
as at
the date of this Settlement
Agreement, including without limitation any liability for legal costs connected with or
arising out of the subject matter of the Claim. Any other claims unrelated to the Claim
that one Party may have against another, whether prior to or after the date hereof, shall
not be affected or otherwise prejudiced by this Agreement.

Party B irrevocably waives all rights that it may have in law or contract against Party
A, its affiliates, subsidiaries and related companies howsoever arising in respect of or
in connection with the Claim.







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