HOLD HARMLESS AGREEMENT and GUARANTEE/WARRANTY OF PRODUCT
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The undersigned person or entity (“Vendor”), for value to be received from purchases by buyer (as defined below), hereby agrees:
1. The articles contained in any shipment or delivery made by Vendor, its subsidiaries or divisions (a “Product”) made to or on the order of Florida Pet Treats, Inc DBA Ernie Els Pet Products, its subsidiaries, affiliates or divisions (collectively referred to as “Buyer”) are hereby guaranteed, as of the date of such shipment or delivery: (a) to not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, and in effect at the time of such shipment or delivery (the “Act”) or within the meaning of any applicable federal, state or municipal law, rule, regulation or ordinance, (b) to not be an article which cannot be introduced into interstate commerce under the provisions of Act, and (c) to be in compliance with all federal, state and local laws, rules, and regulations applicable to the Product and to the manufacture, packaging, sale, shipment and delivery of the Product, including, without limitation, all labeling and disclosure laws and regulations.
2. Vendor agrees to defend, indemnify and hold harmless Buyer and its employees, officers and directors and customers (individually, an “Indemnitee”) from all actions, suits, claims and proceedings (“Claims”) and any judgments, damages, fines, costs and expenses (including reasonable attorney’s fees) resulting there from:
(a) Brought or commenced by federal, state or local governmental authorities or any third party against any Indemnitee alleging that any Product sold by Seller to or on the order of Buyer did not meet the guarantee, or any portion thereof, set forth in Paragraph 1;
(b) Brought or commenced by any person or entity against any Indemnitee for the recovery of damages for the injury, illness and/or death of any person or damage to property as a result of (i) the delivery, sale, resale, labeling use or consumption of any Product or (ii) the negligent acts or omissions of Vendor or its employees, agents or contractors; provided, however, that Vendor’s indemnification obligations hereunder shall not apply to the extent that any Claims are caused by the negligence or intentional misconduct of Buyer or its employees, agents or contractors; or
(c) Brought or commenced by any person or entity against any Indemnity alleging that any Product or advertisements, labels, configuration, point of purchase displays, and other items supplied by Vendor to Buyer implicate or infringe upon a copyright, slogan, trademark, trade dress, patent, right of privacy, right of publicity, name, likeness or any other intellectual property right, including, but not limited to, rights arising under common law and statutory unfair competition laws.
Vendor’s indemnity obligations herein shall survive the termination of the distribution relationship between the parties.
3. Vendor agrees to maintain in effect insurance coverage with reputable insurance companies (having at least an “A” or better Financial Strength Rating according to the latest A.M. Best Report) licensed to do business in the jurisdictions in which the Products are to be distributed under forms of policies reasonably acceptable to Buyer covering workers’ compensation and employers’ liability, automotive liability, commercial general liability, including product liability and excess liability, all with such limits as are sufficient in Buyer’s reasonable judgment to protect Vendor and Buyer from the liabilities insured against by such coverage, provided that seller’s commercial general liability insurance shall be in the amount of at least $2,000,000 per occurrence. Vendor shall designate Buyer as an additional named insured under the commercial general liability policy and provide Buyer with certificates evidencing the above-referenced coverage’s, upon execution of this Agreement and prior to each renewal of such policies. Such policies shall require that all insured’s being given at least thirty (30) days’ written notice prior to any cancellation or material modification of such policies.
4. This Agreement is continuing and shall be in full force and effect and shall be binding upon Vendor with respect to each and every Product shipped or delivered to Buyer by the Vendor.
Agreed to by: ________________________________
Name (print) : ________________________________
Signature: ________________________________
Date: ________________________________
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