Indemnity agreement
This agreement is made on 1 March 2027 between:
Harbor Print Services Ltd, of 14 Dock Road, Bristol BS1 4AA, United Kingdom, the "Indemnitor"; and
Brightwater Analytics GmbH, of Hafenstrasse 12, 20457 Hamburg, Germany, the "Indemnitee".
Each is a "party" and together they are the "parties".
1. Background
The Indemnitor prints and delivers the Indemnitee's event materials and will handle the Indemnitee's customer lists for that work
The Indemnitee is willing to rely on the Indemnitor only if the Indemnitor gives the promises in this agreement. The Indemnitor gives them in return for the benefit it receives from the matter described in section 2, and the parties agree that this is fair value for both.
2. The matter covered
This agreement covers the printing, storage and delivery of the Indemnitee's brochures and event signs under the services agreement dated 1 March 2027 (the "Matter").
3. Definitions
- "Claim" means any demand, claim, action, proceeding, investigation or complaint, made or threatened by a person who is not a party, or by a public authority, that falls within section 4.
- "Losses" means the money the Indemnitee must pay or loses, including damages, settlements agreed under section 8, fines and penalties to the extent the law allows them to be passed on, interest, and the reasonable costs of investigating and defending a Claim, including reasonable fees of lawyers and experts.
- "Related Persons" means the Indemnitee's directors, officers, employees, agents and affiliated companies.
4. The indemnity
4.1 The Indemnitor will pay and hold harmless the Indemnitee and its Related Persons against all Losses that arise from or in connection with the Matter and fall within the following risks:
- claims by third parties that the printed materials infringe their copyright
- damage to the Indemnitee's property while it is in the Indemnitor's care
- loss or misuse of personal data held by the Indemnitor
4.2 The Indemnitor will pay the Indemnitee for a Loss that is covered by this agreement, within 30 days after the Indemnitee gives the Indemnitor a written account of the Loss with reasonable proof of it.
4.3 If the Indemnitee has to pay an amount before the Indemnitor, the Indemnitor will repay it on written request, in pounds sterling, without a set-off or deduction, unless the law requires one.
4.4 The Indemnitee's Related Persons may rely on this agreement, but only the Indemnitee may enforce it for them, and the Indemnitee's rights are not made smaller by the fact that a Related Person is also protected.
5. What is not covered
The Indemnitor is not responsible under this agreement for Losses to the extent that they:
- are caused by the Indemnitee's own fraud, wilful misconduct, gross negligence or breach of law, or by that of its Related Persons;
- are caused by the Indemnitee's breach of this agreement or of another agreement between the parties;
- are caused by instructions, materials or information that the Indemnitor received from the Indemnitee and used as it was told to;
- are a result of a settlement or admission made by the Indemnitee without the Indemnitor's consent, in breach of section 8;
- are a loss of profit, loss of business or other indirect or remote loss, unless it is paid to a third party under a Claim;
- the Indemnitee has recovered from an insurer or from another person, as set out in section 9; or
- cannot be covered by an indemnity under the law that applies.
- losses caused by artwork that the Indemnitee supplied and approved
6. Limit
Limit on the indemnity GBP 500,000
Costs of defending a Claim that the Indemnitor has taken over under section 8 are counted towards that limit only if the parties agree in writing. A limit does not apply where the law says it cannot.
7. Notice of a Claim
7.1 The Indemnitee will tell the Indemnitor in writing of a Claim, and give the details it has, within 14 days after it learns of it.
7.2 A delay in giving notice does not end the Indemnitor's duties, but the Indemnitor is not responsible for any extra Loss that the delay causes.
7.3 The Indemnitee will give the Indemnitor the documents and information about the Claim that the Indemnitor reasonably asks for, and will keep them safe.
8. Conduct of Claims
8.1 The Indemnitor may take over the defence of a Claim, with lawyers of its choice who are reasonably acceptable to the Indemnitee, if it tells the Indemnitee in writing within 21 days after notice that it will pay the Losses from that Claim. The Indemnitor will then run the Claim promptly and in good faith, at its own cost.
8.2 The Indemnitee may take part in the defence with its own lawyers at its own cost, unless there is a conflict of interest between the parties, in which case the Indemnitor will pay the reasonable cost of the Indemnitee's own lawyers.
8.3 The Indemnitor may not settle a Claim in a way that admits fault for the Indemnitee, limits what the Indemnitee may do or does not fully release it, without the Indemnitee's written consent, which may not be unreasonably withheld.
8.4 If the Indemnitor does not take over the defence in time, or does not run it with care, the Indemnitee may defend and settle the Claim in a reasonable way, after telling the Indemnitor, and the Indemnitor will pay the Losses.
8.5 Each party will cooperate with the other in a Claim and will not do anything that makes it worse.
9. Reducing and recovering Losses
9.1 The Indemnitee will take reasonable steps to limit its Losses.
9.2 If the Indemnitee recovers money from an insurer or from any other person for a Loss that the Indemnitor has already paid, it will repay the Indemnitor the lesser of what it recovered, after its reasonable costs of recovery, and what the Indemnitor paid.
9.3 After paying a Loss in full, the Indemnitor takes over the Indemnitee's rights against others for that Loss, and the Indemnitee will give reasonable help to use them.
10. Insurance
The Indemnitor will keep the following insurance for the period of this agreement, with an insurer of good standing:
public liability insurance of at least GBP 2 million for each claim, and professional indemnity insurance of at least GBP 1 million
On request, the Indemnitor will give the Indemnitee a certificate of that insurance. The insurance does not limit the Indemnitor's duties under this agreement.
11. Duration
This agreement starts on 1 March 2027 and lasts until the services agreement ends, and for 3 years after. It continues to apply to any Claim or Loss that arises from the Matter before it ends, and notice of which is given under section 7 after it ends, within the periods that the law allows.
12. Assignment
Neither party may transfer its rights or duties under this agreement without the written consent of the other, which may not be unreasonably withheld. The Indemnitee may assign its rights to a company that takes over the whole of its business that relates to the Matter, if it tells the Indemnitor.
13. Confidentiality
Each party will keep secret the other's confidential information that it learns under this agreement, including the terms of this agreement and the details of any Claim, and will use it only for this agreement. This does not apply to information that becomes public through no fault of the party, that the party already had, or that the law, a court, an insurer or an adviser bound to secrecy requires or needs it to disclose.
14. General
- Notices under this agreement must be in writing, and may be sent by email or delivered to the address at the top of this agreement, or to another address that a party has told the other of in writing.
- This agreement is the whole agreement between the parties about its subject. It replaces everything said or written earlier about it, and may be changed only in writing signed by both parties.
- If any part of this agreement cannot be enforced, the rest remains in effect, and the part that fails will be read as narrowly as needed to make it work.
- A party that does not use a right straight away has not given it up.
- This agreement does not make either party the agent, partner or employee of the other.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
15. Governing law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of England and Wales. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is London. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect its rights while a dispute is decided.
Signatures
For the Indemnitor: Harbor Print Services Ltd
Name and title: ______________
Signature: ______________
Date: ______________
For the Indemnitee: Brightwater Analytics GmbH
Name and title: ______________
Signature: ______________
Date: ______________