Sample Indemnity Agreement
Motion Vend or, 1-04
1
INDEMNIT Y AGREEMENT
This INDEMNITY AGREEMENT (this “Indemnity Agreement”), dated
, 200 is made by and
between MOTION INDUSTRIES, INC., a Delaware corporation (hereinafter “MOTION”) and
, a
[state] corporation/ limited liability company / partnership (circle one) (hereinafter “SUPPLIER”).
WHEREAS, MOTION, or its parent company and affiliated entities have purchased, or at some future
time may purchase, goods and products (the “Products”) from SUPPLIER; and
WHEREAS, MOTION desires to be indemnified from, defended against, and held harmless from
certain liability, losses, damages, costs, or expense which it may sustain or incur; and
WHEREAS, SUPPLIER has agreed to indemnify, defend, and hold MOTION harmless as herein
provided;
NOW, THEREFORE, for and in consideration of the purchase by MOTION of goods and products
from SUPPLIER and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending legally to be bound hereby, SUPPLIER and MOTION hereby agree as follows:
1. INDEMNIFICATION
SUPPLIER will protect, defend and indemnify MOTION, its parent company, divisions, subsidiaries
and affiliated business entities and their respective employees, agents, officers, and directors (together,
the “Indemnified Parties”) from and hold them harmless against all liability, losses, damages, costs or
expenses of any nature, including without limitation, reasonable attorney’s fees, which they may at any
time suffer, incur, or be required to pay resulting from or arising out of (i) any claim that the Products
are defective, negligently designed or manufactured in any manner, or otherwise determined to be the
cause of injury or death to persons, or damage to property, or both; (ii) any claim that the Products or
the manufacture, sale or labeling of the Products fails to comply with any governmental requirement, or
the labeling on any Products, or on or within the packaging for any Products (including any instructions
or warnings thereon), is inadequate in any manner; (iii) any claim that the Products should have been
recalled pursuant to any governmental requirement; (iv) SUPPLIER’s negligence or willful misconduct
in supplying the Products; or (v) any claim, action, suit or proceeding by any person, firm, governmental
agency or corporation resulting from or arising out of (i) through (iv) above. This indemnification shall
not apply if and to the extent that such injury, death or damage is directly caused solely by any of the
following: (a) failure on the part of MOTION to furnish instruction materials provided by SUPPLIER
for inclusion in packages in which Products are sold; (b) sale of Products by MOTION without
packaging where packaging is provided by SUPPLIER and where such packaging contains the required
labeling and instructions on the use of the Product; (c) alteration of any Products by MOTION; (d)
negligent installation or repair of Products by MOTION; or (e) willful misconduct of MOTION.
2. INTELLECTUAL PROPERTY INFRINGEMENT
SUPPLIER will protect, indemnify, defend and hold the Indemnified Parties harmless from and against
all liability, losses, damages, costs or expenses which they may at any time suffer, incur or be required
to pay by reason of any claim, action, suit, or proceeding that may be brought for damages or injunctive
relief based upon any actual or alleged violation or infringement of any patent, trademark, copyright or
other intellectual property right by any Product sold by SUPPLIER to MOTION. Should any Products
become the subject of such a claim of i nfringement, MOTION shall permit SU PPLIER, at its option and
expense, either to procure for MOTION the right to continue selling Products, to replace or modify
Products so that they become non-infringing, or to require return of Products in exchange for full credit.
SUPPLIER shall have no liability to MOTION with respect to any claim of infringement of any such
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