5. Sustainability. If a provision of this agreement is declared invalid, illegal or unenforceable by a competent court, the other provisions of the agreement are nevertheless fully applicable, enforceable and not affected by that position. We often get the all-too-familiar question from our customers: “What is the outcome of this contract?” If the answer is compensation, defence or determination without damage, the authors found a lack of resources for clients who often have difficulty understanding the importance and distinction between these complex concepts. This article aims to arm lawyers and their clients with an easy-to-understand guide to these apparently “standard” clauses. Lawyers are encouraged to share this article with their clients. It is also suggested that you can check with your lawyer when checking these clauses, such as factors, including the nature of the agreement and insurance requirements may alter the analysis of these agreements. To illustrate these concepts, the authors placed them in the context of an academic medical center (AMC) that conducts a clinical trial at the CMA on patients (subject) with a research sponsor (sponsor) of the sector. This summary contains a summary of what the term means to the client and some indication of the extent and use of the provision. Imagine you lent your boat to a friend for the weekend. Your friend did not pay attention and accidentally drove the boat directly on the way of a nearby water skier.
The water skier would have a right against your friend as the boat`s operator and you as the owner of the boat for his injuries related to the accident, including his medical expenses, lost time of work, pain and suffering. You are still responsible as the owner of the boat, even if you have nothing to do with the accident and you were not even there at the time of the accident. However, if you had your friend sign a compensation contract before he went by boat, he should, in most cases, deal with the water skier. The same type of arrangement could be used for virtually any type of property, from vehicles to leaf blowers. The example above contains a wide range of institutions and individuals who need to be compensated. The individuals compensated are not only the CMA, but also “its directors, officers, directors, employees and agents, including the principal investigator.” In certain circumstances, the lead investigator cannot be an employee and may instead be a separate part of the agreement that could award compensation to AMC. The ACS and institutions will often require a party to compensate not only AMC and AMC employees, but also AMC subsidiaries and employees of related companies. Some courts suggest that “keeping compensated” is broader than “compensating” because it prevents a seller, for example, from making a buyer liable for claims arising from the buyer`s negligence.2 Some #legal phrases are so common that we consider them to be a single concept. This is not always the right approach.
The use of “#defend, #indemnify and #hold_harmless” as a legal expression in #contracts and #agreements is not always the best way to protect your #company or #client. Understanding what each term means and when it should be used together in relation to separate terms can be essential to ensure that your agreement contains the right #risk assignment.