Vendor Standards Manual - Saks Incorporated

h. That Vendor will not sell to any person or entity any goods bearing or labeled with any trade name,
trademark, service mark, logo, private label brand or design that is proprietary to Purchaser without the
express written consent of Purchaser, even if said goods were rejected, cancelled, refused or returned by
Purchaser.
i. That Vendor will protect, indemnify, and hold harmless Purchaser, its affiliates, its agents, and its
employees from any claim, loss, or damage, of any nature, arising directly or indirectly out of Vendor’s
violation or alleged violation of the terms of this Order, including but not limited to any breach of warranty
or claim connected in any way to the goods purchased under this Order. Vendor’s duty to indemnify and
hold harmless covers all losses, damages, and costs, including attorneys’ fees. At Purchaser’s sole
discretion, and with regard to any claims described herein, Purchaser may elect to: (i) control the defense
and settlement of such claims at Vendor’s expense; or (ii) permit Vendor to control the defense and
settlement of such claims at Vendor’s expense with legal counsel that is acceptable to Purchaser. To the
extent legal fees are incurred by Purchaser in connection with the defense of claims described herein,
Purchaser will require Vendor to directly reimburse Purchaser for such fees and costs or, at its option, may
deduct all legal expenses and costs in the form of a deduction(s) or chargeback from any amounts owed to
Vendor.
j. That Vendor will protect, indemnify and hold Purchaser, its affiliates, its agents, and its employees,
harmless against any claim, loss or damage, including attorneys’ fees, which may be made or brought
against them by virtue of claims or demands of any kind which any purchaser of such goods from the
Purchaser or other person may make against the Purchaser or any affiliate thereof, whether or not such
goods were manufactured by Vendor or whether or not the asserted defect was known or discovered by
Vendor or Purchaser. Vendor shall procure and maintain adequate product liability insurance and shall,
upon request, furnish to the Purchaser certificates thereof in connection with this Order.
k. That Vendor will protect, indemnify, and hold harmless Purchaser, its affiliates, its agents, and its
employees from any claim, loss, or damage, of any nature, arising directly or indirectly out of any act or
omission by Vendor’s servants, agents or subcontractors of Vendor, in the furnishing of goods or in the
performance of work under the Order.
l. That in the event that Purchaser or any of its employees, agents or subcontractors is served with or becomes
subject to any subpoena, order or other legal process in a legal proceeding, to which Purchaser is not a
party seeking disclosure of any materials or information related to the goods, services, information or
deliverables that Vendor renders or delivers to Purchaser, then Vendor shall bear the cost of all direct and
indirect costs and expenses, including without limitation, reasonable attorneys’ fees related to Purchaser's
response, compliance with or defense/resistance thereto.
m. That prices for the goods sold to Purchaser hereunder are no less favorable than those currently extended to
any other customer for the same or similar goods in similar quantities. In the event that Vendor reduces its
price for such goods during the term of this Order, Vendor agrees to reduce its prices of the goods ordered
hereunder correspondingly. Vendor warrants that the price shown on this Order shall be complete and no
additional charges of any type shall be added without the Purchaser’s express written consent. Such
additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes,
storage, insurance, boxing, and crating.
To the extent legal fees are incurred by Purchaser in connection with the defense of any of the claims or legal
proceedings described in sections (a) through (m) above, Purchaser will require Vendor to directly reimburse
Purchaser for such fees and costs or, at its sole option, may deduct all legal expenses and costs in the form of a
deduction(s) or chargeback from any amounts owed to Vendor.
The above indemnification and warranties shall survive the termination or cancellation of this Order.
Intellectual Property: As necessary or appropriate for Purchaser to sell the goods included in any Order through
retail stores, website, catalogue, or through other normal and customary merchandising practices, Vendor grants to
Purchaser a worldwide, perpetual, non-exclusive right to use and display Vendor’s brand trademarks, service marks,
SFA Vendor Standards Manual 10-18-12.docx Saks Fifth Avenue Vendor Standards Manual
14