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How would I word this to make it mutual for both companies 9. &nbs…

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How would I word this...
How would I word this to make it mutual for both companies?? 9. LIMITATION OF LIABILITY: ABC COMPANY SHALL NOT BE LIABLE TO CUSTOMER, ITS EMPLOYEES, AGENTS OR ANY THIRD PARTY FOR INJURY TO PERSONS OR PROPERTY, LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT, OR BY THE CUSTOMER’S EMPLOYEES’ OR CUSTOMER’S AGENTS’ USE OF THE EQUIPMENT, OR BY THE MANUFACTURER OF THE EQUIPMENT, OR BY ANY REPAIR, SERVICE OR ADJUSTMENT TO THE EQUIPMENT OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE OF THE EQUIPMENT, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER UNLESS DIRECTLY CAUSED BY ABC COMPANY’ WILLFUL MISCONDUCT. IN NO EVENT SHALL ABC COMPANY BE LIABLE FOR LOSSES, DAMAGES, OR CLAIMS ARISING OUT OF CUSTOMER’S USE, ATTEMPTED USE, OR INABILITY TO ACCESS 911 OR E911 SERVICE OR OTHER EMERGENCY CALL.
11.     Intellectual Property: ABC Company shall have no liability for the infringement of any copyright, trade secret, or patent or the violation of any federal or other license or franchise required to be maintained in order to provide Wireless Service, if such infringement or violation arises out of or results from any of the following: (a) the use of the Equipment or Wireless Service in combination with any other product not supplied or approved by ABC Company, (b) modification of the Equipment or Wireless Service by, or on behalf of, Customer, or (c) the Customer’s continuance of an allegedly infringing activity after being notified thereof or after being informed and provided with a modification that would have avoided the alleged infringement.

12.     Indemnification by Customer: Customer shall defend, indemnify, and save harmless ABC Company and its successors and assigns, employees, owners, and agents and their heirs, legal representatives and assigns from any and all claims or demands whatsoever, including claims for bodily injury (including death) or damage to property (including theft), caused by or alleged to have been based upon the acts or omissions of Customer, its employees and agents, or persons furnished access to the Wireless Service, Equipment or the reporting/billing system by the Customer, including the costs, expenses, and reasonable attorney's fees incurred on account thereof.
Submitted: 8 years ago.Category: Legal
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Answered in 13 minutes by:
6/13/2010
Lawyer: socrateaser, Lawyer replied 8 years ago
socrateaser
socrateaser, Lawyer
Category: Legal
Satisfied Customers: 40,148
Experience: Retired
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Is "customer" the "other company?"

 

 

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Customer reply replied 8 years ago

Yes. I have 2 more sections I was the ying to add to this as well but edit function wouldn't work. Wasn't sure if the same language would be used.

 

 

  • 1. Intellectual Property: ABC Company shall have no liability for the infringement of any copyright, trade secret, or patent or the violation of any federal or other license or franchise required to be maintained in order to provide Wireless Service, if such infringement or violation arises out of or results from any of the following: (a) the use of the Equipment or Wireless Service in combination with any other product not supplied or approved by ABC Company, (b) modification of the Equipment or Wireless Service by, or on behalf of, Customer, or (c) the Customer's continuance of an allegedly infringing activity after being notified thereof or after being informed and provided with a modification that would have avoided the alleged infringement.

 

  • 2. Indemnification by Customer: Customer shall defend, indemnify, and save harmless ABC Company and its successors and assigns, employees, owners, and agents and their heirs, legal representatives and assigns from any and all claims or demands whatsoever, including claims for bodily injury (including death) or damage to property (including theft), caused by or alleged to have been based upon the acts or omissions of Customer, its employees and agents, or persons furnished access to the Wireless Service, Equipment or the reporting/billing system by the Customer, including the costs, expenses, and reasonable attorney's fees incurred on account thereof.
Lawyer: socrateaser, Lawyer replied 8 years ago

There's no way to make these clauses bilaterial, because this would effectively relieve both parties from liability under the contract. In other words, there wouldn't be a contract at all.

 

Two parties cannot indemnify each other from the other's harm. The circular logic creates an endless loop where no one is liable for anything.

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Customer reply replied 8 years ago
The equipment is supplied by a 3rd party. The contract is for service only. Does that change your response?? Did you also look at the other 2 sections.
Lawyer: socrateaser, Lawyer replied 8 years ago

Your last reply was that the customer is the other company. Now there is a third party. The contract shows only "ABC Company" and "Customer."

 

Please explain the contemplated transaction and how this contract fits into that transaction, because I have no clue what's happening at this point.

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