g. The sponsor must have been immediately notified in writing of any adverse reactions that occurred during the investigation, as well as any claim or action brought against the institution, the system, its regents, officers, employees, representatives and members of the Institutional Review Committee in connection with the investigation. The Institution allows the Sponsor, in its sole discretion, to settle any claim or suit indemnified by the Sponsor under this Agreement with the consent of the System and the Institution, without unduly refusing approval, and accepts Sponsor`s full control over such defense, subject to the legal obligation of the Attorney General of Texas. If the Sponsor has received the Applicant`s written approval for the Offer and the Institute or System does not subsequently approve the Offer within ten (10) days of its submission to the Institute and the System or within a shorter period of time necessary in the circumstances to make such settlement (the ”Approval Period”), the Sponsor is obligated to further defend such claim and indemnify the Institute, the System, its regents, officers, employees, representatives and members of the Institutional Review Committee will cease to exist at the end of the approval period. Any such claim or action will not be resolved without the prior written consent of the Sponsor, and the Sponsor shall not be liable for any attorneys` fees or other costs not provided for in this Agreement; ”Indemnification” is a central provision of a legal agreement that requires one party (the ”Indemnification Custodian” or the ”Indemnifying Party”) to indemnify and reimburse the other party (the ”Indemnitor” or the ”Indemnified Party”) for certain losses, such as monetary costs and expenses (the ”Indemnified Losses”) arising out of, arising out of, or in connection with, certain actions (or to refer to them). omissions or events as defined in the Agreement (the ”Scope of Compensation”). The correct definition of the scope of compensation and any exclusion from scope, exempted parties and exempt losses is particularly critical. For example, the scope of indemnification may include, but is not limited to, material breach of any representation or warranty; a violation of any law, rule or regulation; negligence, gross negligence and/or wilful omissions of any party; a breach of confidentiality or security obligations; and the allegation that a product infringes the intellectual property of a third party. Current indemnified losses include attorneys` fees and expenses (whether or not the contract includes a defense obligation), losses, expenses, costs, damages, fines, and penalties. In practice, compensation and compensation are functionally equivalent, as both require one party to assume responsibility for losses suffered by another party in connection with certain actions and circumstances. Some argue that if compensation displaces losses, harmless withholding displaces both losses and liability. However, a change in responsibility is often not realistic or achievable. There is no way to assume responsibility for negative and fair intangible liabilities such as reputational damage, bad press, public court record, injunction or specific performance requirement, etc.
one party can only compensate the other party financially for these intangible liabilities. Indemnification obligations can be either ”third party” (protection against damages and losses claimed by a third party and not by the other party) or ”first party” (protection against damages and losses claimed by the other party). Most parties do not use an initial contractual agreement in the contractual indemnification clauses and prefer that the damages and/or losses claimed by the other party be governed by general violations of the principles of the contract. Some courts have interpreted indemnification as compensation to a third party that does not contain explicit language regarding the parties` intention to cover the first party`s claims. For example, in California, Montana, Oklahoma and South Dakota, unless otherwise specified in the indemnification agreement, the indemnitor is required to defend, at the indemnitor`s request, any action or proceeding against the indemnitor in connection with the matters covered by the indemnification. Therefore, before rejecting an offer of defence based solely on the absence of the word ”defence” in a compensation provision, it is necessary to determine whether the law of the controlling State imposes an obligation to defend your client. To limit the scope of the risk you or your client will take, you should consider entering into only a defense and indemnification obligation and negotiating or omitting a indemnification obligation. If the main concern is to move as much risk as possible, also ask for compensation. A safe disposition can be unilateral (one party retains the risk) or mutual (each party retains its own risk in relation to certain actions, events or events). Be very careful with mutual compensation and keep regulations harmless. If you receive compensation, awarding compensation for the same acts or circumstances as the two provisions may result in two conflicting provisions that may void each other and leave you without indemnification protection. These are just some of the legal particularities to be taken into account when submitting a defence offer.
There are certainly others that need to be taken into account. For example, different States have different formulations on how to calculate the injury associated with a breach of the obligation of defence, and some States consider that the costs and costs incurred after the breach were reasonable and place the burden on the offending party to rebut that presumption. [13.5: This paragraph may be added if the proponent insists on a time limit for its indemnification obligations.] 5. Indemnification – Standard indemnification, except that the Sponsor limits its liability to claims for personal injury or death and imposes several conditions on its indemnification obligation: (1) the proper conduct of the study, (2) the notification and (3) the right to control the defense. The exemption also gives the university the right to choose its own lawyer. 5.3 The following is excluded from the Sponsor`s indemnification and indemnification obligation: The term ”indemnification” is generally interpreted as imposing an obligation on one party (the indemnifier) to pay or indemnify the other party (the indemnified party) for certain legal obligations or losses, but this obligation generally arises only at the end of a case, in which the person entitled to compensation has rendered a judgment against it or has performed or actually received payments. Loss. The term ”defence”, on the other hand, generally imposes an independent obligation to actively defend or finance the defence of claims against the person entitled to compensation that fall within the scope of the compensation provision.
The obligation to defend oneself is a promise to provide or fund the defense service on behalf of the person responsible for the compensation – an obligation that usually arises as soon as a claim is made against the plaintiff and can be sued until the claim is resolved. If you think it sounds a lot like insurance, you`re right – an insurance policy is a form of indemnification under which the insurer (the plaintiff) agrees to indemnify and indemnify a policyholder (the plaintiff) for loss and damage related to loss, expense or other damage suffered by the policyholder in connection with a compensated claim. Another important point is that compensation is not automatic – it requires the claimant to accept their obligation to pay compensation for a particular claim, or else a finding by a court, arbitrator or similar that the claim that caused the loss or damage was part of the compensation. .