2. Indemnification. To the fullest extent allowed by law, Carrier will defend, indemnify and hold
harmless HCS, and its officers, directors, members, agents, customers, and employees from
and against all loss, liability, damage, claim, fine, cost, or expense, including all costs of
defense as they accrue, including, but not limited to legal costs, arising out of claims by third
parties and, directly or indirectly, arising from
Carrier’s performance of, or failure to perform
any Service under this Agreement, or in any way related to performance or breach of this
Agreement by Carrier, its employees, subcontractors or independent contractors (collectively,
“Claims”), including, but not limited to, claims for or related to personal injury (including death)
and property damage related in any way to Carrier’s possession, use, maintenance, custody
or operation of the Equipment or provision of Services; provided, however, that Carrier’s
indemnification obligations under this paragraph will not apply to any portion of such claims
caused by or resulting from the negligence or other wrongful conduct of HCS. Any offset and
withholding of payment by HCS from Carrier pursuant to this Agreement shall, in no way be
deemed or construed to release the Carrier from any liability from any personal injury, bodily
harm, or other damages that may have resulted from any incident, accident, or event that
caused the damage to the Cargo, and all provisions of this Agreement shall remain in full force
and effect. The Parties agree th
at Carrier’s indemnification obligations will survive the
termination of this Agreement.
XVI. MISCELLANEOUS
1. Survival. This Agreement is binding on and for the benefit of both Parties and their respective
successors and assigns. Upon termination of this Agreement, all obligations will remain in effect
after such termination.
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