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difference Clause 9.1: Indemnification (Liability Shift)
High RiskEach party shall indemnify, defend and hold harmless the other party from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence or willful misconduct.
Each party Customer shall indemnify, defend and hold harmless the other party Vendor from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's Customer's gross negligence, willful misconduct, or any breach of this Agreement.
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The Trap
The vendor has changed the standard mutual indemnity to a one-way street. Only you (the Customer) are indemnifying them, and they added "any breach," making your liability potentially unlimited for even minor contract violations.
Plain Korean Summary
고객(귀하)만 공급업체를 보호할 의무가 있도록 조항이 일방적으로 변경되었습니다. 특히 '계약 위반(any breach)'이 추가되어, 사소한 실수에도 막대한 배상 책임이 발생할 수 있는 독소 조항입니다. 상호 책임(Mutual)으로 되돌리거나 삭제해야 합니다.