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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3655
Experience:  Solicitors 2 years plus PQE
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Standard Form Of Indemnity/Hold Harmless. I am being asked

Customer Question

Standard Form Of Indemnity/Hold Harmless.
I am being asked to sign an agreement which holds both parties harmless in the event that each party does not fulfil their obligations under an agreement ( An Engagement letter to raise capital) (our company is acting as the introducer of investors and we are looking to receive a commission).
Originally our agreement was asking only for our side to be held harmless but the client wants it to be applicable to both sides
I am concerned that if both parties are held harmless, does this mean that we are unable to pursue the client legally if they do not pay us the commission when due??
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.

Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Can you send me the exact wording of the indemnity? Kind regards AJ

Customer: replied 1 year ago.
Clause within the main body of the agreement"IndemnityThe Parties agrees to indemnify each other in the performance of their respective duties in accordance with the terms of this Letter and the Indemnified Parties (as defined in Schedule A) in accordance with Schedule A. Such indemnity (the “Indemnity”) shall be executed and delivered in connection with the execution of this Letter and shall be in addition to, and not in substitution for, any liability which either Party may have to the other apart from such Indemnity. "
Customer: replied 1 year ago.
attached is the Schedule A
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. The indemnity here means you are indemnifying the other party in respect (I assume this is the case as it is not defined) of any parties failure to fulfill their obligations under the agreement. The fact that it is indemnity means that the other party does not have to prove or mitigate their losses in the event that they indemnifying party fails to conduct their duties. What the indemnity should say is they indemnify for "any costs, losses or expenses" arising from the other party;s failure to carry out their duties. Without the indemnity failure to carry out your duties would just be a breach of contract, meaning the party that has suffered a loss would have to prove and mitigate their losses. Kind regards AJ

Customer: replied 1 year ago.
Thanks AJ, are you able to assist in getting this right for us?
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. What exactly would you like the indemnity to cover? Kind regards AJ