It is expressly agreed and understood by and between the parties hereto that this Agreement shall be governed by the laws of the State of Texas.
It is expressly understood and agreed that this contract is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended or created by this contract as to third parties not a signatory hereto.
CUSTOMER SHALL INDEMNIFY AND HOLD THE AGENCY, THE AGENCY’S AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, HARMLESS FROM AND AGAINST ANY AND ALL COSTS, LAWSUITS, EXPENSES, LOSSES, LIABILITIES, DAMAGES, CAUSES OF ACTION, CLAIMS AND DEMANDS WHATSOEVER, ARISING FROM OR RELATING, INCLUDING, BUT NOT LIMITED TO, THE BUSINESS CONDUCTED BY CUSTOMER, THE PERFORMANCE OF THE CUSTOMER, ANY AND ALL CLAIMS BROUGHT BY EMPLOYEES OF CUSTOMER OR OTHER AGENTS OF CUSTOMER, OR AGENTS OR EMPLOYEES OF ANY CLIENT BEING SERVED BY CUSTOMER UNDER THIS AGREEMENT AGAINST AGENCY, WHICH ARISE OUT OF THE CONDUCT OF CUSTOMER, CUSTOMER’S OFFICERS, DIRECTORS, MANAGERS, MEMBERS, AGENTS, EMPLOYEES, REPRESENTATIVES, ADMINISTRATORS, OFFICERS OR MANAGEMENT, THE CUSTOMER, CUSTOMER’S OFFICERS, DIRECTORS, MANAGERS, MEMBERS, AGENTS, EMPLOYEES, REPRESENTATIVES, ADMINISTRATORS, OFFICERS OR MANAGEMENT’S NEGLIGENT OR INTENTIONAL ACTS, AND THE CUSTOMER, CUSTOMER’S OFFICERS, DIRECTORS, MANAGERS, MEMBERS, AGENTS, EMPLOYEES, REPRESENTATIVES, ADMINISTRATORS, OFFICERS OR MANAGEMENT’S FAILURE TO ACT OR OMISSIONS, WHETHER OR NOT ARISING FROM BODILY INJURY OR DEATH TO ANY PERSON, PERSONAL INJURY OR PROPERTY DAMAGE, INVASION OF PRIVACY, DEFAMATION, OR ANY OTHER VIOLATION OF THE RIGHTS OF OTHERS, OR IN ANY OTHER WAY AND REGARDLESS OF CAUSE OR ANY CONCURRENT OR CONTRIBUTING FAULT OR NEGLIGENCE OF ANY PARTY, BUT ONLY TO THE EXTENT OF CUSTOMER’S CONCURRENT OR CONTRIBUTING FAULT OR NEGLIGENCE. CUSTOMER’S OBLIGATION TO INDEMNIFY AGENCY SHALL EXTEND TO ALL CLAIMS FOR SPECIAL, ACTUAL AND CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA, LOST PROFITS, LOST SAVINGS, OR ANY PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, AND AGENCY’S COSTS AND EXPENSES INCURRED IN DEFENDING ANY THIRD PARTY CLAIM COVERED BY CUSTOMER’S INDEMNIFICATION, INCLUDING ATTORNEYS AND OTHER PROFESSIONAL FEES, COURT COSTS, AND TRAVEL AND LIVING EXPENSES, EVEN IF THE CLAIM AGAINST AGENCY IS DISMISSED OR A SETTLEMENT OR JUDGMENT IS RENDERED IN FAVOR OF AGENCY. AGENCY SHALL HAVE THE RIGHT TO RETAIN ITS OWN COUNSEL TO DEFEND ANY THIRD PARTY CLAIM ASSERTED AGAINST IT, WHICH IS COVERED BY THIS INDEMNIFICATION AGREEMENT. CUSTOMER’S INDEMNIFICATION OBLIGATION SHALL SURVIVE THE EXPIRATION, TERMINATION OR ASSIGNMENT OF THIS AGREEMENT FOR ANY REASON.
CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT THEY HAVE READ AND ACCEPT ALL ITEMS, ELEMENTS AND ARTICLES OF THIS CONTRACT.
The entire agreement of the parties is presented herein, and no verbal understandings, agreements, purchase orders, work orders, or other documents shall alter, change, or modify the terms and provisions of this Agreement unless in writing AND SIGNED BY BOTH PARTIES HERETO.
It is agreed by and between the Agency and the Customer that if any of the terms or provisions of this Agreement shall be determined to be invalid or inoperative, all the remaining terms and provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and the year first above written.