Sept/Oct 19 - ChannelVision Magazine

Indemnified spans the spectrum from broad to limited, and each word mat- ters in the definition. The third area of review for an In- demnification clause is to determine when the Indemnification obligations arise. The obligations arise when words such as the following are used: “… any pending or threatened claims, damages, losses and expenses ... that arise out of or that result from perfor- mance of the work ...” In this area of the Indemnification provision the words used may be broad (such as “any pending or threatened claims, dam- ages, liabilities or expenses”) or more limited. In addition, the phrase “that results from performance of the work …” is also broad, as it does not require any link at all to the Indemnifying par- ty’s performance – all that is required is that it results from the “work.” Again, the words used (and not used) in this area of the Indemnification section are important. The significant meanings and costs involved with certain words appear in Box B. It is important to note that Indemni- fication obligations should only apply to matters that arise from third-party actions. Direct damages incurred by the Indemnified party are addressed by breach of contract allegations. Edit In- demnification clauses carefully to ensure that only third-party matters are covered in the Indemnification provisions. channel management Box B – When Indemnification Obligations May Arise Claims Triggered upon the filing of a claim against the Indemnified party (before liability is determined). Damages The Indemnifying party reimburses the Indemnified party for damages paid by the Indemnified party. Debts Addresses established debts incurred by the Indemnified party. Expenses Reimbursement of money spent or cost incurred in a party’s efforts in a matter. Liabilities Protects only against a legal finding of liability. Pending A matter that has begun, but not yet completed; unsettled; undetermined; in process of settlement or adjustment. Threatened Only an intention or possibility of a matter. Your regional Pacific Northwest network partner. Blackfoot Carrier Services Seattle Noxon Kalispell Missoula Hamilton GreatFalls Helena Butte Anaconda Bozeman Billings Townsend Forsyth St.Anthony AmericanFalls Dubois Sheridan Casper Worland Gillette Riverton Sundance ToChicago ToChicago Denver Cheyenne Diverse, redundant network routes. Blackfoot is your trusted network operator, employing industry best practices to meet stringent SLAs. We leverage fiber and RF to accommodate topography and time-to-market considerations. 30,000 service locations. 866-541-5000 | Blackfoot.com/Carrier 31 September - October, 2019 | Channel Vision