领域：垂类场景 · 法律

Liability, Indemnification and Release
1. Each party shall indemnify the other from any and all losses that may arise out of breach by such party of any of the warranties set forth in this Article, and each party shall indemnify the other party from any and all losses that may arise out of breach by such party of any of the agreed terms in this Agreement.
2. Without limiting any right or remedy available to the non-defaulting party at law or in equity, upon the termination of this Agreement in accordance with Articles X, the defaulting party shall indemnify the other party for all damages, costs, charges and expenses suffered or incurred by it in connection with the termination due to the negligence, breach of duty or other default or wrongdoing of the defaulting party, its servants, employees,agents or contractors.
3. The CJV shall be solely and fully responsible for the quality of the Products manufactured hereunder, for their conformity with the Technical Data and for their compliance with the laws and regulations from time to time in force in the Territory. The CJV shall indemnify Party B against any loss or damage directly or indirectly suffered by Party B as a result of the failure of the Products manufactured hereunder to comply with the Technical Data("Defective Products")or to comply with such laws or regulations; provided, however, that such indemnification shall not exceed the total of ex-factory sales price, costs of delivery and transportation and other costs associated with the recall of these Defective Products.
4. Each Party hereby indemnifies the other Party and undertakes to hold harmless and defend the other Party against any and all claims, suits, losses,damages, disbursements (including legal and management costs) arising out of any alleged or actual breach or failure to comply with the terms and conditions hereof including but not limited to any infringement of the otherParty's intellectual property or other rights occurring as a result of theoffending Party's fault, omission or activities in connection with the Project.5. Consultant hereby agrees to indemnify, hold harmless and defend Client from and against any and all claims, liabilities, losses, expenses (including reasonable attorneys' fees),or damages (collectively "Liabilities") asserted against Client by a third party to the extent such Liabilities result from the infringement of the Works delivered on any third party's trade secret,trademark, service mark, copyright or patent issued as of the date of this Agreement (collectively, an "Intellectual Property Right"); provided that Client: (i) promptly notifies Consultant of any third party claim subject to indemnification hereunder, (ii) gives Consultant the right to control and direct the preparation of a defense, the defense and any settlement of any such claim, (iii) gives full cooperation to Consultant for the defense of same and (iv) complies with Consultant's direction to cease any use of the Works which, in Consultant's sole judgment, is likely to be ruled an infringement on a third party's Intellectual Property Right..
6. Each Party forever releases and discharges the other from all claims.debts, allegations, actions, causes of action and demands, whether known or unknown, arising from or in connection with the Claim and existing as at the date of this Settlement Agreement, including without limitation any liability for legal costs connected with or arising out of the subject matter of the Claim. Any other claims unrelated to the Claim that one Party may have against another, whether prior to or after the date hereof, shall not be affected or otherwise prejudiced by this Agreement.
Party B irrevocably waives all rights that it may have in law or contract against Party A, its affiliates, subsidiaries and related companies howsoever arising in respect of or in connection with the Claim.

Taxation
1. All taxes, customs duties and other charges payable (i) in connection with the importation of the Equipment to China and (ii) in the execution of this Agreement to be levied by the Government of the PRC on Party A shall be paid by Party A.
2. "Taxation" means:
a) any liability of the Company to any form of taxation whether created or imposed in the PRC or any other part of the world and, without prejudice to the generality of the foregoing, includes any tax computed on profits or income, any tax computed on capital assets, estate duty, profits tax,provisional profits tax, interest tax, death duty, gift duty, payroll tax withholding tax, rates, custom and excise duty, transfer tax, inheritance tax,stamp duty, capital duty, employment taxes, value added tax, and generally any tax, imposition, levy or rates or any amount payable to the revenue.customs or fiscal authorities in any part of the world; and
b) all costs, interest, penalties, charges and expenses incidental or relating to the liability referred to in (a) above.
3. All fees, expenses and other charges payable to Consultant hereunder do not include any sales, use, excise, value added or other applicable taxes,tariffs or duties, payment of which shall be the sole responsibility of Client(excluding any applicable taxes based on Consultant's net income or taxes arising from the employment or independent contractor relationship between Consultant and its personnel). In the event that such taxes, tariffs or duties are assessed against Consultant, Client shall reimburse Consultant for any such amounts paid by Consultant or, prior to the payment of such amounts by Consultant, provide Consultant with valid tax exemption certificates with respect thereto. If Client is required by law to make any tax deduction,withholding or payment from any amount paid or payable by Client to Consultant under this Agreement, the amount paid or payable to Consultant shall be grossed-up to the extent necessary to ensure that Consultant receives and retains, free of liability, the net amount equal to the amount that Consultant would have received and retained,had no tax deduction or withholding been made.
4.It is understood and agreed specifically by the parties to this Agreement that Party B shall be an independent contractor, and that nothing in this Agreement or in the performance of any of its provisions is intended or shall be construed to constitute either party an agent, legal representative.subsidiary, joint venturer, partner, employer, or employee of the other for any purpose whatsoever. As an independent contractor, Party B agrees that it will be responsible for and will pay all income and other national, federal.state, provincial, and local taxes and charges assessable on it. It is understood and agreed that nothing in this Agreement authori-zes Party B to make any contract, agreement, warranty or representation on Party A's behalf, or to incur any debt or other obligation in Party A's name, and that Party A shall in no event assume liability or be deemed liable hereunder as a result of any such action of Party B.

1. "Taxes" include all forms of taxation,estate duties, deductions,withholdings, duties, imposts,levies, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, federal or other body in Hong Kong and elsewhere, and any interest, additional taxation,penalty, surcharge or fine in connection therewith.2. Consultant is performing the Services as an independent contractor and not as an employee of Client and none of Consultant's personnel shall be entitled to receive any compensation, benefits or other incidents0remployment from Client. Subject to Article X,Consultant shall be responsible for all taxes and other expenses arising from the employment or independent contractor relationship between Consultant and its personnel and the rendition of Services here-under by such personnel to Client.Nothing in this Agreement shall be deemed to constitute a partnership,joint venture, or fiduciary relationship between Client and Consultant, nor shall anything in this Agreement be deemed to create an agency relationship between Consultant and Client. Neither Consultant nor Client shall be or become liable or bound by any representation, act or omission whatsoever of the other.

If any portion, term or provision of this Agreement shall be held illegal void or ineffective under, or in conflict with, any applicable law, the validity of the remaining provisions shall not be affected thereby, and a substitute provision will be negotiated to preserve as near as possible the original.intent of the Agreement.

翻译考点：
考点1：“hold harmless and defend”建议译为“使……免受损害，并为其进行抗辩”，漏“defend”判错，体现组合表达
考点2：“any loss or damage”并列时须译作“任何损失或损害”，不可合并成“损失”
考点3：“servants”应译为“服务人员、雇员、代理人或承包商”，不宜漏译，应与“employees, agents, contractors”并列处理
考点4：“shall not exceed…”建议直译为“不得超过……”，避免“该等赔偿不应超过”式弱化表达
考点5：“provided, however, that…”建议译为“但前提是”或“但条件是”，避免“但该等赔偿不应超过……”模糊主语
考点6：“as a result of the offending Party's fault, omission or activities”建议译为“因过错方/侵权方的过错、不作为或行为造成”，避免简化为“由于该方……导致……”；“offending Party”优先译为“过错方/侵权方”，不可译作“违约方”
考点7：“promptly notifies”应译为“及时通知”；“gives... the right to control”建议译为“赋予……控制权”；“gives full cooperation”应译为“给予充分合作”；“complies with Consultant’s direction”宜译为“遵从……指示”。四项并列内容建议保留**“(i)(ii)(iii)(iv)”等编号结构，增强条款层次感和逻辑清晰度，避免散列句式弱化义务承担；
考点8：“waives all rights… howsoever arising”推荐译为“不可撤销地放弃……一切权利，且无论以何种方式/原因产生”，保持法律术语严谨性
考点9：“forever releases and discharges…”建议译为“永远免除和解除”，保留法律解除义务和权利的双重含义
考点10：“any and all claims, suits, losses…”建议译为“任何及所有索赔、诉讼、损失……”，不可省略“any and all”结构强调义，“any and all …”保留为“任何及所有……”，只译“任何”视为次优
考点11：“alleged or actual breach or failure…”译为“被指控的或实际的违反或未履行……”，需体现“alleged”之未决状态
考点12：“grossedup”应译为“返还计还原”或“税前补偿”，体现“税后净得”概念
考点13：“tax deduction, withholding or payment”建议按术语对应译为“税款扣除、预扣或缴纳”
考点14：“constitute... an agent, legal representative, subsidiary, joint venturer, partner, employer, or employee”应完整译为“构成一方为另一方的代理人、法定代表人、子公司、合营方、合作伙伴、雇主或雇员”；“shall not be construed to...”宜译为“不得被解释为……”。此类身份排除性表达应使用“不构成……亦不得解释为……”双重否定结构，增强法律约束力；
考点15：“employment taxes”推荐译为“就业税”，不应漏译为“用工相关税”
考点16：“imposts, levies, rates...”等多类税收推荐采用“征收、课征、税率”等合适对应术语，避免合并简化为“税收”一词
考点17：“shall not be or become liable or bound by any representation, act or omission whatsoever of the other”两层后果并列保留“不承担责任，亦不受其约束”，且不得遗漏“omission”“whatsoever”
考点18：“a substitute provision will be negotiated to preserve…”建议译为“由双方协商达成一项尽可能接近原意的替代条款”，避免模糊为“达成新的条款”
考点19：“reimburse... or provide... exemption certificates”应译为“（客户应）偿付（顾问已缴纳的税款），或（在顾问缴纳前向其）提供（有效的）免税证明”，结构表示二选一义务，。避免中译为“若……则……或……”等逻辑模糊句式，应准确呈现“偿付或提供证明”二选一义务关系
考点20：“negligence, breach of duty or other default or wrongdoing”须全译为“过失、违反义务或其他违约或不当行为”
考点21：“in Consultant’s sole judgment”必须体现“单方/独自判断”的权利
考点22：“patent issued as of the date of this Agreement”译为“截至本协议签署之日已授权的专利”，不可译“已公告”
考点23：“Party A, its affiliates, subsidiaries and related companies”三类主体分别列出，不可统称“关联公司”