INDEMNITY AND LIABILITY CLAUSE PACK
Mutual Indemnity (Balanced)
Each party ("Indemnifying Party") will indemnify, defend, and hold harmless the other party and its affiliates from third-party claims, damages, fines, and reasonable attorneys' fees to the extent arising from: (a) Indemnifying Party's breach of this Agreement; (b) gross negligence or willful misconduct; and (c) infringement of third-party IP by Indemnifying Party's materials.
Caps on Liability
Cap: Each party's aggregate liability is capped at the fees paid/payable in the 12 months preceding the claim (or $[AMOUNT] for no-fee deals), except for Excluded Claims.
State-Law Adjustments (Arizona)
- Review Arizona anti-indemnity statutes for sector-specific restrictions.
- Arizona generally enforces contractual indemnity provisions subject to public policy limitations.
- Confirm any limits on waiving liability for willful misconduct under Arizona public policy.
[// GUIDANCE: Tune caps to deal size; align with insurance.]
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