Sept/Oct 19 - ChannelVision Magazine

clause provides reasonable protection from risk, and without such a clause, the agreement may put one or both par- ties at higher risk of liability. In addition, the use of Indemnification may increase the level of trust in the relationship as a party is willing to pay the other party’s losses. On the other hand, there may be too many factors out of a party’s control, and thus Indemnifying another party may not be prudent. Or, the pro- posed Indemnification clause may be so broad that it may require a party to pay for acts of others, which increases potential risk and cost. Likewise, the failure to include an Indemnification provision in an agree- ment may be detrimental. Absence of such a clause reduces the legal jargon in the agreement which makes it easier to read and understand, but potential risks remain unaddressed so that if something unfortunate or unforeseen occurs, the wrong party may end up bearing the costs involved. Indemnification clauses look simi- lar but can be drastically different. In reading an Indemnification clause, four areas should be addressed: (1) the scope of the Indemnification obliga- tions; (2) who is to be Indemnified; (3) when the Indemnification obligations arise; and (4) the extent or limits to the Indemnification. First, the scope of the Indemnifica- tion obligations resides in the begin- ning of the clause and uses the words “indemnify,” “defend,” or “hold harm- less.” The meaning and importance of these words are provided in Box A. The second observation in the review of an Indemnification clause pertains to who is covered by the In- demnification provision. This may be described as simply “the Indemnified party,” or more broadly as “all offi- cers, members, managers, directors, controlling persons, agents, employ- ees, representatives, consultants, contractors, affiliates, parent and subsidiaries.” The breadth of who is channel management Box A – Scope of Indemnification Indemnify The Indemnifying party will compensate the Indemnified party for a loss. Defend The Indemnifying party will provide the Indemnified party with a legal defense. Hold Harmless The Indemnifying party will release the Indemnified party from liability for a loss and assumption of the responsibility by the Indemnifying party. nCloud Contact Center Lite 855-NCLOUD4 • connect@netcarrier.com *Standard Pricing, 10 + Seats etcarrier ™ NetCarrier’s proprietary Contact Center Lite solution is designed to enhance the inbound call center environment. Businesses are able to manage high call traffic without missing important calls while maintaining a professional image. NetCarrier offers 24.7.365 U.S. based Customer Support. Listen, Whisper & Barge Live Agent & Queue Monitoring Queue Recordings Intelligent Routing Strategies 1 Free Month of nCloud Contact Center Lite Seats on Qualifying Orders* 30 Channel Vision | September - October, 2019