Contractor by Aegis.
Contractor agrees to defend and hold harmless, and indemnify Aegis from any
representation made to a Purchaser in breach of this covenant. Further,
Contractor hereby agrees to indemnify Aegis, its employees and agents, with
respect to any claim asserted against Aegis (whether during the Term hereof or
subsequent to its termination) which is based upon any breach by Contractor of
this Agreement, any act of Contractor outside the scope of Contractor's
authority hereunder, or any act or omission of Contractor.
Similarly, under no circumstances shall Contractor be liable for any act or
omission, civil or criminal in nature, debt, misrepresentation, unlawful
gratuity, or other obligation of Aegis. Aegis shall indemnify and hold Aegis
harmless from and against any claim arising therefrom and the cost of defending
against such claim (including but not limited to reasonable attorneys' fees)
arising directly or indirectly from, or as a result of, or in connection with
conduct of Aegis's business. Aegis covenants to make no warranties or
representations concerning the Services whatsoever, except as stated in writing
on the information made and furnished to Aegis by Contractor. Aegis agrees to
defend and hold harmless, and indemnify Contractor from any representation made
to a Purchaser in breach of this covenant. Further, Aegis hereby agrees to
indemnify Contractor, its employees and agents, with respect to any claim
asserted against Contractor (whether during the Term hereof or subsequent to its
termination) which is based upon any breach by Aegis of this Agreement, any act
of Aegis outside the scope of Aegis's authority hereunder, or any act or
omission of Aegis.
9. Miscellaneous.
a. Advertising. Except as otherwise agreed by the parties in writing, all
advertising by Contractor under this Agreement will be at Contractor's expense
and should be presented to Aegis for approval prior to use. Aegis will provide
Contractor's employees with Aegis business cards that Contractor may use in
performing the Sales Functions. Contractor shall advertise the Services only
under Aegis trademarks and/or trade names and not otherwise; Contractor shall
execute and deliver in accordance with Aegis's request for such papers, and
conduct at Aegis's expense such legal proceedings, as Aegis deems necessary for
the safeguarding of any of Aegis's trademarks or trade names.
3
Contractor acknowledges Aegis's exclusive ownership of Aegis's trademarks
and trade names (whether registered or not), and shall take no action
inconsistent with such ownership.
b. Ethical Behavior. Contractor shall not offer or pay any bribe to any
individual or corporation. When other individuals or organizations are required
to participate in the activities covered by this Agreement, they shall be
compensated fairly based on the tasks performed. In no circumstances are public
servants or holders of public office to be offered or paid any bribe or other
benefit, direct or indirect. No contribution in any way related to Aegis shall
be made by Contractor to candidates for public office or to political parties or
other political organizations, regardless of whether such contributions are
permitted by local laws.
c. Relationship