Download INDEMNIFICATION a) By Carrier. Carrier shall indemnify

INDEMNIFICATION
a) By Carrier. Carrier shall indemnify, defend, and hold Broker and consignor and its employees and agents
harmless from and against all liabilities, damages, fines, penalties, costs, claims, interest and expenses (including
reasonable legal feees) (collectively, the “Claims”) caused by and resulting from (i) the negligence or willful
misconduct of Carrier or its employees or agents, or (ii) the violation of any applicable law or regulation by Carrier
or its employees or agents.
b) By Broker or Consignor. Broker or Consignor shall indemnify, defend, and hold Carrier and its employees and
agents harmless from and against all Claims caused by and resulting from (i) the negligence or willful misconduct of
Broker, Consignor, or its employees or agents, (ii) the inherent vice or nature of the commodities being transported,
including but not limited to, any and all product liability claims related to such commodities, or (iii) the violation of
any applicable law or regulation by Broker, Consignor or its employees or agents.
(c) Concurrent Liability. In the event any Claim is caused by the joint and concurrent negligence of the parties, or
the parties and a third party, the indemnification obligation for such Claim shall be borne by each party in proportion
to its degree of fault.
(d) No Liability for Special Damages. Neither party will be liable to the other party for any indirect, consequential,
special or punitive damages, including, but not limited to, loss of production, loss of income or loss of profits
(collectively “Special Damages”) even if prior notice was given of the possibility of such Special Damages and even
if such damages were reasonably foreseeable.
(e) Indemnification Procedures. If either party seeks indemnification (the “Indemnified Party”) from the other party
(the Indemnifying Party”) with respect to a Claim, the Indemnified Party shall notify the Indemnifying Part as
promptly as practicable and give the Indemnifying Party an opportunity to defend the Claim. The Indemnified Party
will extend reasonable cooperation in connection with such defense. If the Indemnifying Party fails to timely or
sufficiently defend the Claim the Indemnified Party may assume the defense, in which case the Indemnifying Party
shall repay the Indemnified Party for all reasonable expenses (including reasonable legal fees) incurred in
connection with such defense. The indemnity obligation will extend only to the losses or damages actually sustained
by the Indemnified Party, reduced by any offset received from any third party, including any insurer. The
indemnifying Party will be subrogated to all rights of the Indemnified Party against any third party with respect to
any claim for which indemnity has been paid. Each parties’ indemnification obligations in this Agreement will
survive the termination or expiration of the Agreement with respect to all Claims incurred during its run.