contract-law
Explain: indemnify and hold harmless (seems contradictory)
<p>A person is presented with a contract with a consulting company, of which he will be a client</p>
<p>Section 8. Indemnification (see below) seems to me to be contradicting itself, but I could be misunderstanding something.  Could someone please give me a plain explanation as to what this paragraph is saying in regards to indemnification and hold harmless?</p>
<blockquote>
<p>8 Indemnification</p>
<p>Each party hereto (the &quot;Indemnifying Party&quot;) agrees to indemnify and hold harmless each other party (each, an &quot;Indemnified Party&quot;) and all employees, representatives, directors, officers, shareholders and persons affiliated with the Indemnified Party against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened actions)(collectively &quot;Losses&quot;) incurred by the Indemnified Party arising out of or resulting from (a) the gross negligence, willful misconduct or fraud of the Indemnifying Party or (b) a breach by the Indemnifying Party of its representations and warranties, covenants or other obligations under this Agreement. In addition, except in the case of fraud or willful misconduct, the Client agrees to indemnify and hold harmless Dara and its respective employees, representatives, directors, officers, shareholders and person affiliated with them against all Losses incurred by them in the performance of their obligations under this Agreement.</p>
</blockquote>

<p>It seems to me that this section says that if any party commits  "gross negligence, willful misconduct or fraud" then all costs and damages that might result from this fall on the party committing such violations. In the absence of such willful misconduct or fraud the client holds the consulting firm harmless and covers all losses (as defined in the section) resulting from the consulting firm carrying out its side of the contract, or trying to.</p>

<p>There does seem a slight inconsistency as regards any "gross negligence" which is not also "willful misconduct or fraud", as the first part of the section puts any losses for "gross negligence"  on the party who is negligent, but the second part does not include "gross negligence"  in the things that the client does not indemnify the consulting firm for. </p>
