Contracting with other companies or individuals can expose your organization to certain risks and liabilities. An indemnification agreement can help protect you from liability caused by the contractor`s negligence or breach of contract. Negotiation: For several reasons, a set-off clause is one of the most controversial negotiating conditions. It imposes liability once a defect has been detected, and sometimes even before the defect has been detected. In addition, many people do not understand the meaning of technical terms used in a compensation agreement. (v) any liability that the Parties may have in respect of indemnification or contribution under this Agreement for claims brought against the Parties by third parties, such liability shall be governed by the provisions of this Article II and Article III and, where applicable, the corresponding provisions of the Separation and Distribution Agreement and other ancillary agreements; or 5.3. Remuneration for the provision of information. The requesting Party agrees to reimburse the other Party, if any, for the reasonable costs of creating, collecting and reproducing the information, to the extent that such costs are incurred by the requesting Party. Unless otherwise expressly provided elsewhere in this Agreement or in any other agreement between the parties, such costs shall be calculated in accordance with the standard methodology and procedures of the party providing the contracts. (f) If the Indemnifying Party fails to defend under Section 2.5(d) or for any other reason any third party claim for which indemnification is granted under this Agreement, the Indemnifying Party shall be entitled, at its own expense, to adequately supervise the defense of such Third Party Claim; provided that such surveillance activity does not substantially affect the conduct of that defence. Without limiting the foregoing, if the information is no longer necessary for the purposes contemplated in this Agreement, the Separation and Distribution Agreement or any other ancillary agreement, either at the request of the other party, or all information in tangible form (including all copies thereof and notes, B.

extracts or summaries based thereon) or certify to the other party, that it has destroyed such information (and such copies and the resulting notes, extracts or summaries). This is a short list to illustrate potential common areas. There are others, such as affiliates, subsidiaries, shareholders, partners, agents, volunteers. It is important to mention all parties that will be exempt from liability. A lawyer can discuss and advise the parties to be included in this form. Many cases are resolved because of the costs associated with trial and the inherent unpredictability of a jury in mediation. Mediation is a very common alternative dispute resolution procedure used by policyholders to obtain insurance benefits owed by their insurers. In mediation, the parties often agree on a settlement amount in exchange for a waiver of claims under the insurance policy. It is important to understand what should be included in a “release” and equally relevant what should not be included. Many insurance companies mistakenly consider “release” to be synonymous with “compensation.” The distinction is crucial, as the conditions lead to different outcomes for the policyholder. Without limiting the foregoing, each party shall, upon request, reasonable costs and expenses of another party, take all other steps reasonably necessary to transfer to that other party a merchantable title, free and free of any security, if and to the extent possible.

(a) ConocoPhillips and Phillips 66 agree to cooperate in good faith to arrange insurance coverage for Phillips 66 which will become effective no later than the date of distribution. In no event shall ConocoPhillips, any other member of the ConocoPhillips group or any indemnifying party of ConocoPhillips be liable to any member of the Phillips 66 group in the event that any insurance policy or other contract or insurance policy is terminated or ceases to have effect for any reason. is not available or insufficient to cover any liability of a Phillips 66 Group member for any reason, or cannot be extended or extended beyond the current expiration date. It is also common for parties to limit the amount eligible for compensation to a certain amount. For example, an indemnification agreement may provide that the respondee will only be liable for losses not exceeding $500,000. In this case, the indemnitee will not be liable for more than $500,000, even if the loss suffered by the other party exceeds this loss. An indemnification agreement should specify how the indemnity recipient notifies the indemnified person of a claim or dispute covered by the indemnity agreement. It should also detail the steps taken by how the respondee can defend the claim. 10. General Indemnification and Indemnification. The Company irrevocably agrees not to initiate, file, initiate, maintain or continue any other person or entity, or to encourage, advise or voluntarily assist any other person or entity to initiate, maintain or prosecute any released claim of any kind published in this Agreement.