Master Alliance Provisions Guide (MAPGuide)

AstraZeneca – European Commission COVID-19 Vaccine Advance Purchase Agreement

  • Liability | Indemnity / indemnification

14. Indemnification

14.1 Member States. Each Participating Member State shall indemnify and hold harmless AstraZeneca, its Affiliates, subcontractors, licensors, sub-licensees, and officers, directors, employees and other agents and representatives of each (collectively, the “Indemnified Persons”) from and against any and all damages and liabilities, including settlements for which the Indemnifying party has given its consent pursuant to Section 14.2, and necessary legal costs relating to, resulting from or associated with claims for death, physical, mental, or emotional injury, illness, disability, or condition, fear of the foregoing, property loss or damage, and business interruption of the injured party or a Related Person of such injured person (together, “Losses”) relating to or arising from the use or administration of the Vaccine shipped or allocated to its jurisdiction. Such indemnification will be available regardless of where the Vaccine is administered, where the claim is brought, and whether the claim of a Defect originates from the distribution, administration and use, clinical testing or investigation, manufacture, labelling, formulation, packaging, donation, dispensing, prescribing or licensing of the Vaccine in its jurisdiction. Such indemnification will not be available to Indemnified Persons (a) to the extent such Losses are the result of such Indemnified Person’s Willful Misconduct, or (b) to the extent that there has been a final determination by a court of competent jurisdiction that a defect in the Vaccine has arisen from AstraZeneca’s failure to comply with current Good Manufacturing Practices or EMA pharmacovigilance regulations.

Indemnification under this Section 14.1 will be available for Losses arising from the use and administration of vaccines supplied under this Agreement, regardless of when or where vaccination occurred and regardless of when or where the injury leading to the Losses occurs or is reported.

14.2 Process. The Indemnified Person shall give (or cause AstraZeneca to give) the Participating Members State(s), as applicable (the “Indemnifying Party”), prompt notice of any claim or lawsuit served upon the Indemnified Person (a “Third Party Claim”) stating the nature and basis of such Third Party Claim and the maximum estimated amount (in euro) of such Third Party Claim, to the extent known (which estimate may be updated from time to time). Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Person in so notifying the other shall limit any right of any Indemnified Person to indemnification under this Article 14, except to the extent such failure materially prejudices the defense of such Third Party Claim. The Indemnified Person shall assume and control the defense of any Third Party Claim using legal counsel reasonably chosen by the Indemnified Person. Each of the Parties shall (i) use commercially reasonable efforts to mitigate the effects of the claim and (ii) fully cooperate with the Indemnified Person and its legal representatives in the investigation and defense of any matter which is the subject of indemnification, at the Indemnifying Party’s cost and expense. The Indemnified Person shall keep the Indemnifying Party reasonably informed of the progress of the defense of the Third Party Claim. The Indemnifying Party shall pay the invoices of legal counsel and other expenses of the Indemnified Person arising from defending the Third Party Claim promptly upon presentment of an invoice and in any case within ninety (90) days of presentment thereof. The Indemnified Person shall have the right to seek settlement or compromise of, and to so settle or compromise, the Third Party Claim; provided that the Indemnified Person shall not settle or compromise a Third Party Claim without the prior written consent of the Indemnifying Party and the Indemnifying Party shall not unreasonably withhold, condition or delay its approval of the settlement of any claim, liability or action covered by this Article 14.