Common use of Indemnification and Insurance Clause in Contracts

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall indemnify, defend, and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATIONa. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third-party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Recipient guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Recipient or any subcontractor, in connection with this Agreement. 1. Consultant b. To the extent provided by law, Recipient shall indemnify, defend, and hold harmless University and the Department against any actions, claims, or damages arising out of, relating to, or resulting from negligent or wrongful act(s) of Recipient, or any of its Regents, officers, employees, agents, and representatives (collectivelyor employees, “Indemnitee”)acting within the scope of their office or employment, against all liabilityin connection with the rights granted to or exercised by Recipient hereunder, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused and within the limitations of Section 768.28, Florida Statutes. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement by or result from (1) Recipient to indemnify the Department for the negligent acts or omissions of Consultantthe Department, its officers, agents, or employees, subcontractors, subconsultants, or for the acts of third parties. Nothing herein shall be construed as consent by Recipient to be sued by third parties in any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions manner arising out of this Agreement; or (3) willful misconduct by Indemnitor. 2. The This indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) survive the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance termination of this Agreement. 4. Nothing c. Recipient agrees to include the following indemnification in all contracts with contractors, subcontractors, consultants, or subconsultants (each referred to as “Entity” for the purposes of the below indemnification) who perform work in connection with this Agreement: d. The Recipient shall, or cause its contractor or consultant to carry and keep in force, during the term of this Agreement, including a general liability insurance policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least $200,000 per person and $300,000 each occurrence, and property damage insurance of at least $200,000 each occurrence, for the provisions services to be rendered in accordance with this Agreement. The Recipient shall also, or cause its contractor or consultant to carry and keep in force Workers’ Compensation Insurance as required by the State of Florida under the Workers’ Compensation Law. With respect to any general liability insurance policy required pursuant to this Article VAgreement, all such policies shall constitute a waiver or limitation be issued by companies licensed to do business in the State of Florida. The Recipient shall provide to the Department certificates showing the required coverage to be in effect with endorsements showing the Department to be an additional insured prior to commencing any work under this Agreement. Policies that include Self Insured Retention will not be accepted. The certificates and policies shall provide that in the event of any rights which Indemnitee may have under applicable material change in or cancellation of the policies reflecting the required coverage, thirty days advance notice shall be given to the Department or as provided in accordance with Florida law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Supplier shall indemnify, defend, and hold harmless University Buyer and its Regentsaffiliates, officersshareholders, officers and employees from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses, including but not limited to attorneys’ fees, relating to, arising out of or in connection with (i) Supplier, its employees, agents, and representatives subcontractors, and/or lower tier subcontractors performance hereunder, (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penaltiesii) incurred by Indemnitee (“Losses”) arising out any act or omission of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of ConsultantSupplier, its officersemployees, agents, subcontractors, and/or lower tier subcontractors in the performance hereunder or (iii) any Components supplied by Supplier under this Purchase Order. In the event Supplier, its employees, agents, subcontractors, subconsultants, and/or lower tier subcontractors enter premises occupied by or any person under the control of Buyer or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor third parties in the performance of this Agreement. 4. Nothing in this AgreementPurchase Order, Supplier shall indemnify, hold harmless and defend Buyer and its affiliates, shareholders, officers and employees from any loss, cost, damage, expense or liability by reason of property damage or personal injury, including the provisions of this Article VSupplier’s employees, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable lawnature or kind whatsoever arising out of, including without limitationas a result of, or in connection with such performance occasioned in whole or in part by the right actions or omissions of Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors. Without in any way limiting the foregoing undertakings, Supplier and its subcontractors and/or lower tier subcontractors shall maintain insurance, naming Buyer as an additional insured, adequate to implied indemnitycover any products liability, public liability, property damage and automobile liability or any damage incurred in connection with Supplier’s performance of any work on or about Buyer’s premises and shall maintain proper Workmen’s Compensation insurance covering all employees performing this Purchase Order. If requested by Buyer, Supplier will furnish certificates of insurance from its insurance carriers evidencing compliance with the foregoing obligation.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a) To the fullest extent permitted by law, Contractor shall indemnify, defend, indemnify and hold harmless University the MSBA, the Owner and its Regents, officers, each of their respective employees, agents, officers, directors, and representatives members of their governing boards (collectively, the “Covered Persons”) from and against any and all actions, claims, liability, loss, damages, costs and expenses (including, but not limited to reasonable legal fees, court costs, fines, and penalties), judgments and awards (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“LossesDamages”) arising out of the performance of services sustained, incurred, or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused suffered by or result from imposed upon or for which liability is asserted against any Covered Person resulting from: (1i) the negligent acts any breach of this Agreement or omissions false representation, covenant, or certification of Consultant, its officers, agents, employees, subcontractors, subconsultants, Contractor or any person or entity for whom Consultant Contractor is responsible under this Agreement, or (collectivelyii) any negligent acts or omissions or willful misconduct of Contractor or any of Contractor’s agents, officers, directors, employees or subcontractors or any other person or entity for whom the Contractor is responsible. Without limiting the foregoing, Contractor shall indemnify and hold harmless each Covered Person against any and all Damages that may arise out of or may be imposed because of the negligence in failing to comply with the provisions of applicable law by Contractor or any of its agents, officers, directors, employees, or subcontractors or any other person or entity for whom the Contractor is responsible. b) The aforesaid indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor under workers’ compensation, disability benefit acts, or other employee benefits acts. c) Contractor shall obtain and maintain in effect through the term of this Agreement, and shall require by contractual obligation that its sub-consultants and subcontractors obtain and maintain through the term of this Agreement, all insurance required by law and as may be required by the MSBA under this Agreement, including but not limited to, comprehensive general liability insurance (bodily injury and property damage) and professional liability insurance in amounts that may be required by the MSBA. The required insurance shall be provided at the sole expense of Contractor, sub-consultant or subcontractor as applicable and shall be in full force and effect for the full term of this Agreement and for the entire period that Contractor is providing Services for a Project. Failure by the Contractor to obtain and maintain the insurance required by this section, to obtain all policy renewals, or to provide the respective insurance certificates as required shall constitute a material breach of the Agreement and shall be just cause for termination of the Services of the Contractor under this Agreement. d) All insurance policies shall be issued by companies lawfully authorized to write that type of insurance under the laws of the Commonwealth of Massachusetts and having a financial strength rating of “Indemnitor”); (2) A-” or better as assigned by the breach A.M. Best Company, or an equivalent rating assigned by Indemnitor a similar rating agency acceptable to the MSBA. Contractor shall submit to the MSBA and the Owner originals of the required certificates of insurance evidencing the coverage required hereunder, together with evidence that all premiums for such insurance have been fully paid, simultaneously with the execution of this Agreement. Certificates shall show each type of insurance, insurance company, policy number, amount of insurance, deductibles/self-insured retentions, and policy effective and expiration dates. Contractor shall submit updated certificates to the MSBA and the Owner prior to the expiration of any of the provisions policies referenced in the certificates. The Contractor shall provide advance written notice to the MSBA of any termination, cancellation, reduction in coverage or other material modification of any insurance required by this Agreement, whether by the insurer or the insured. Contractor shall be responsible for the payment of any and all deductibles or self-insured retentions under all of the insurance required below. e) Contractor shall purchase and maintain at its own expense during the life of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all lossif greater, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any the period of time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute Services under a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitationWork Order and for such other time period as provided herein, the right to implied indemnity.following types and amounts of insurance:

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall indemnify(a) Tenant covenants and agrees that it shall, defendwithout notice or demand and at its own cost and expense, indemnify and save harmless Landlord against and from, and hold harmless University Landlord shall not be liable to Tenant for, any and its Regentsall claims by or on behalf of any person arising in any manner whatsoever from, officersout of, employeesor in connection with any accident, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlementsinjury, and expenses or damage, loss or theft of property in or about the Leased Space (including without limitation, interest and penaltieswhether involving property belonging to Tenant or any other person) incurred by Indemnitee (“Losses”) arising out resulting from the negligence or willful misconduct of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of ConsultantTenant, its officers, agents, employees, subcontractors, subconsultants, licensees or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defendinvitees, and save harmless Indemnitee from and against all losscosts, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, reasonable attorney fees, court costsexpenses and liabilities incurred in or as a result of any such claim or action or proceeding brought against Landlord by reason of any such claim. Tenant, upon notice from Landlord, covenants to resist or defend such action or proceeding by legal counsel reasonably satisfactory to Landlord. (b) Tenant shall keep in force public liability insurance with respect to the Leased Space, including contractual insurance with respect to the covenants and agreements above, with companies and in form reasonably acceptable to Landlord to afford protection of not less than Three Million ($3,000,000.00) Dollars with respect to personal injury or death and property damage, and other litigation expenses naming Landlord as an additional insured and providing not less than thirty (30) days’ notice of cancellation. Copies of such policies or a certificate of insurance evidencing same shall be delivered to Landlord. (c) Landlord covenants and agrees that may it shall, without notice or demand and at its own cost and expense, indemnify and save harmless Tenant against and from, and Tenant shall not be liable to Landlord for, any time arise and all claims by or be set up for any infringement (or alleged infringement) on behalf of any patentperson arising in any manner whatsoever from, copyrightout of, trade secretor in connection with any accident, trade namedeath, trademark injury, or damage, loss or theft of property in or about the Leased Space (whether involving property belonging to Landlord or any other proprietary person) resulting from the gross negligence or wanton and willful misconduct of Landlord, its agents or employees, and from and against all costs, reasonable attorney fees, expenses and liabilities incurred in or as a result of any such claim or action or proceeding brought against Tenant by reason of any such claim. Landlord, upon notice from Tenant covenants to resist or defend such action or proceeding by legal counsel reasonably satisfactory to Tenant. (d) Landlord shall keep in force public liability insurance with respect to the Building, including contractual insurance with respect to the covenants and agreements above, with companies and in form reasonably acceptable to Tenant to afford protection of not less than Three Million ($3,000,000.00) Dollars with respect to personal injury or death and property damage, and naming Tenant as an additional insured and providing not less than thirty (30) days’ notice of cancellation. Copies of such policies or a certificate of insurance evidencing same shall be delivered to Tenant. (e) All property insurance policies also shall contain a clause or endorsement denying the insurer any rights of subrogation against Landlord, in the case of Tenant’s insurer, and Tenant, in the case of Landlord’s insurer. As to any loss or damage covered by insurance containing a waiver of subrogation clause or similar endorsement, each party hereby releases the other, to the extent of such damaged party’s insurance indemnities, from any and all liability for such loss or damage even if such loss or damage shall be brought about by the fault or negligence of such other party, or the agents, employees, invitees or licensees of such other party; provided however, that this release shall be effective only with respect to loss or damage occurring during such time as the applicable policies of insurance shall contain a clause to the effect that this release shall not affect said policies or the right of the insured to recover thereunder. If any person or entity in consequence policy does not contain such a clause, the insured party shall, at the written request of the use by Indemnitee of other party to this release, have such a clause added to said policy if an endorsement so providing is obtainable. This subsection (e) shall supersede any documents provisions to the contrary in subsections (including any method, process, product, concept specified or depicteda) supplied by Indemnitor in the performance of this Agreementand (c) above. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Beginning on the Effective Date and continuing thereafter, including after the termination of Executive’s employment hereunder, the Company shall indemnify, defend, defend and hold the Executive harmless University from and its Regentsagainst any and all Expenses, officersliabilities, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsdamages, costs, damagesjudgments, injury including deathpenalties, settlementsfines and amounts paid in settlement, incurred by Executive in connection with any Proceeding involving her by reason of her being or having been an officer, director, employee or agent of the Company (or any affiliate of the Company) to the fullest extent permitted by law, whether or not Executive is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding, and whether or not Executive is successful in such Proceeding. In addition, upon receipt from Executive of (i) a written request for an advancement of Expenses which Executive reasonably believes will be subject to indemnification hereunder and (ii) a written undertaking by Executive to repay any such amounts if it shall ultimately be determined that she is not entitled to indemnification under this Agreement or otherwise, the Company shall advance such Expenses to Executive or pay such Expenses for Executive, all in advance of the final disposition of any such matter. The provisions of the preceding two sentences shall survive the termination of Executive’s employment hereunder for any reason whatsoever and the termination of this Agreement. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Executive may at any time be entitled under applicable law, the Certificate of Incorporation, the By-Laws of the Company, any other agreement, a vote of stockholders or a resolution of the Board, or otherwise. For purposes hereof, “Expenses” shall include all reasonable fees and expenses (including including, without limitation, interest reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and penalties) incurred by Indemnitee (“Losses”) arising out binding costs, telephone charges, postage, delivery service fees, and disbursements and expenses of the performance of services types customarily incurred in connection with prosecuting, defending, preparing to prosecute or Consultants other obligations under this Agreementdefend, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultantsinvestigating, or being or preparing to be a witness in a Proceeding; and “Proceeding” shall include (without limitation) any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equityproceedings, including, without limitation, attorney feesactions, court costssuits, arbitrations, alternative dispute resolution mechanisms, investigations, administrative hearings and other proceedings, whether civil, criminal, administrative or investigative, and other litigation expenses that may at any time arise whether or be set up for any infringement (not by or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary in the right of any person or entity the Company. Beginning on the Effective Date and continuing thereafter, including after the termination of Executive’s employment hereunder, Executive shall have coverage under a director’s and officer’s liability insurance policy in consequence amounts no less than, and on terms no less favorable than those, as provided to officers of the use by Indemnitee Company as of any documents (including any methodthe Effective Date and in amounts no less than, processand on terms no less favorable than those, product, concept specified or depicted) supplied by Indemnitor in as provided to the performance other members of this Agreementthe Board and senior executive officers of the Company from time to time. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall indemnify, defend, and 8.1 LICENSEE agrees to hold harmless University and its indemnify BOARD, SYSTEM, UTMDACC, their Regents, officers, employees, agents, students and representatives (collectively, “Indemnitee”), agents from and against all liabilityany claims, demands, claimsor causes of action whatsoever, costscosts of suit and reasonable attorney’s fees, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) those costs arising on account of any injury or death of persons or damage to property caused by, or arising out of, or resulting from, the exercise or practice of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused rights granted hereunder by or result from (1) the negligent acts or omissions of ConsultantLICENSEE, its officers, agentsits AFFILIATES or their officers, employees, subcontractors, subconsultants, agents or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitorrepresentatives. 2. The indemnification obligations under this Article V 8.2 In no event shall not BOARD, SYSTEM or UTMDACC be limited by liable for any assertion indirect, special, consequential or finding that punitive damages (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney feesdamages for los of profits or expected savings or other economic loses, court costsor for injury to persons or property) arising out of, or in connection with, this AGREEMENT or its subject mater, regardless of whether BOARD, SYSTEM or UTMDACC knows or should know of the possibility of such damages. 8.3 Beginning at the time when any LICENSED SUBJECT MATER is being distributed or sold (including for the purpose of obtaining regulatory approvals) by LICENSEE, an AFFILIATE, or by a SUBLICENSEE, LICENSEE shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not les than $2,00,00 per incident and $2,00,00 annual aggregate, and other LICENSEE shall use reasonable efforts to have the BOARD, SYSTEM, UTMDACC, their Regents, officers, employees, students and agents named as additional insureds. Such commercial general liability insurance shall provide: (1) product liability coverage; (i) broad form contractual liability coverage for LICENSEE’s indemnification under this AGREEMENT; and (iii) coverage for litigation expenses that may costs. The minimum amounts of insurance coverage required herein shall not be construed to create a limit of LICENSEE’s liability with respect to its indemnification under this AGREEMENT. 8.4 LICENSEE shall provide UTMDACC with written evidence of such insurance within thirty (30) calendar days of its procurement. Additionally, LICENSEE shall provide UTMDACC with written notice of at any time arise least fifteen (15) calendar days prior to the cancellation, non-renewal or be set up for any infringement (material change in such insurance. 8.5 LICENSEE shall maintain such commercial general liability insurance beyond the expiration or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance termination of this AgreementAGREEMENT during: (i) the period that any LICENSED PRODUCTS developed pursuant to this AGREEMENT are being commercially distributed or sold by LICENSEE, an AFFILIATE or by a SUBLICENSEE of LICENSEE; and (ii) the five (5) year period immediately after such period. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1REDSPEED shall comply with all laws, ordinances and regulations governing the use of photo enforcement systems applicable to this Agreement and shall comply with the maintenance procedures and manufacturer recommendations for operation of SPE System equipment which affect this Agreement, and shall indemnify and save harmless the GOVERNING BODY against claims arising from the violations of the maintenance procedures and manufacturer recommendations for operation of the equipment as a result of the gross negligence, recklessness, or willful or intentional misconduct of REDSPEED, its officers and directors, agents, attorneys, and employees, but excluding any employees or agents of GOVERNING BODY. Consultant shall indemnifypg. 5 of 19 REDSPEED agrees to protect, defend, indemnify, and hold harmless University GOVERNING BODY and its RegentsGOVERNING BODY’s officers, employees, and agents from and against any and all losses, penalties, damages, settlements, fines, claims, costs, charges for other expenses, or liabilities of every and any kind including any award of attorney fees and any award of costs in connection with or arising from any gross negligence, intentional or reckless act or omission by REDSPEED or any of REDSPEED’s officers, employees, agents, contractors, or subcontractors in performing the work agreed to or performed by REDSPEED under the terms of this Agreement. Without limiting the foregoing, any and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costssuits or other actions relating to personal injury, damages, injury including death, settlementsdamage to property, defects in materials or workmanship, violations of any decree of any court in connection with or arising from any gross negligence, intentional or reckless act or omission by REDSPEED shall be included in this indemnity. REDSPEED shall maintain the following minimum scope and limits of insurance: a. Commercial General Liability Insurance including coverage for bodily injury, property damage, premises and operations, products/completed operations, personal and advertising injury, and expenses contractual liability with a combined single limit of $1,000,000 per occurrence. Such insurance shall name GOVERNING BODY and GOVERNING BODY’s officers, employees, volunteers and elected officials as additional insured for liability arising from REDSPEED’s operation. b. Workers’ Compensation, as required by applicable state law, and Employers Liability Insurance with limits of not less than $500,000 each accident. REDSPEED shall always maintain Workers’ Compensation insurance coverage in the amounts required by law, but shall not be required to provide such coverage for any actual or statutory employee of GOVERNING BODY. c. Comprehensive Business Automobile Liability Insurance for all owned, non- owned and hired automobiles and other vehicles used by REDSPEED with a minimum $1,000,000 per occurrence combined single limit bodily injury and property damage. REDSPEED shall require any subcontractors doing work under this Agreement to provide and maintain the same insurance, which insurance shall also name GOVERNING BODY and GOVERNING BODY’s officers, employees and elected officials as additional insureds. Certificates showing REDSPEED is carrying the above-described insurance, and evidencing the additional insured status specified above, shall be furnished to GOVERNING BODY within thirty (including without limitation30) calendar days after the date on which this Agreement is made. Such certificates shall show that GOVERNING BODY shall be notified at least thirty (30) days in advance of all cancellations of such insurance policies. REDSPEED shall forthwith obtain substitute insurance in the event of a cancellation. Inasmuch as GOVERNING BODY is a body politic and corporate, interest and penalties) incurred by Indemnitee (“Losses”) arising out the laws from which GOVERNING BODY derives its powers, insofar as the same law regulates the objects for pg. 6 of 19 which, or manner in which, or the performance of services or Consultants other obligations concerns under which, GOVERNING BODY may enter into this Agreement, but only in proportion to shall be controlling and to the extent such Losses are caused shall be incorporated by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of reference into this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees GOVERNING BODY shall be reimbursed responsible for vehicle insurance coverage on any vehicles driven by University except GOVERNING BODY employees. Coverage will include liability and collision damage. REDSPEED will require all its subcontractors to provide the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of aforementioned coverage as well as any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defendother coverage that REDSPEED may consider necessary, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor deficiency in the performance coverage or policy limits of this Agreementsaid subcontractors shall be the sole responsibility of REDSPEED. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a. Distributor shall indemnifyindemnify and save harmless Supplier from and against all losses, defendclaims, and hold harmless University and damages or other costs of any nature or kind whatsoever arising directly or indirectly out of or relating to any allegation of: (i) the breach of any warranty, representation or agreement made by Distributor in this Agreement; (ii) the negligence or intentional misconduct, misfeasance or nonfeasance of Distributor, its Regents, officers, employees, agents, servants or contractors; (iii) any quality or condition of or inherent defect introduced into the Products as a consequence of the improper storage, handling, warehousing, distribution or sale by Distributor of Products; (iv) any wrongful, false or misleading claim, advertising or representation by Distributor or by any agent or representative of Distributor regarding the Products that are not endorsed by Supplier; or (v) the conduct of Distributor’s business (including the use of promotional materials and representatives (collectivelypackaging not designed, “Indemnitee”manufactured or approved by the Supplier). Such indemnity shall include, but not be limited to, reasonable expenses, attorneys’ fees, court costs and other expenses of investigation, litigation and settlement of any such claim. Supplier shall provide Distributor prompt written notice of receipt of any such claim and shall not settle any such claim without the prior knowledge and written consent of Distributor, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, upon written notice to Supplier that Distributor has assumed the defense of any legal action or proceeding, Distributor shall not be liable to Supplier for any legal or other expenses subsequently incurred by Supplier in connection with the defense thereof, except in the event of a conflict of interest or other matter that prevents counsel for Distributor from fully and zealously representing the interests of both Supplier and Distributor. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] b. Supplier shall indemnify and save harmless Distributor from and against all liability, demandslosses, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) damages or other costs of any nature or kind whatsoever arising directly or indirectly out of or relating to any allegation of: (i) the performance breach of services any warranty, representation or Consultants other obligations under agreement made by Supplier in this Agreement, but only ; (ii) Distributor’s use of the Intellectual Property in proportion to and to the extent such Losses are caused by or result from Territory in accordance with the terms of this Agreement; (1iii) the negligent acts negligence or omissions intentional misconduct, misfeasance or nonfeasance of ConsultantSupplier, its officers, employees, agents, employeesservants or contractors; (iv) any quality or condition of or inherent defect in the Products supplied by Supplier, subcontractorsincluding but not limited to any imperfection, subconsultantscontamination or substandard quality, production, packaging, processing, storage, handling or transportation or other condition relating to the Products at or before the time they were received by Distributor; (v) any wrongful, false or misleading claim, advertising or representation by Supplier or by any agent or representative of Supplier regarding the Products (other than one subject to indemnification by Distributor pursuant to Section 5.a.(iv) above); (vi) any third party that such person or entity for whom Consultant is responsible has any right, claim or color of right granted or allowed by Supplier to purchase, sell, market or distribute Products in the Territory; or (collectively, “Indemnitor”); (2vii) the breach conduct of Supplier’s business (including the promotional materials and packaging designed, manufactured or approved by Indemnitor the Supplier). Such indemnity shall include, but not be limited to, reasonable expenses, attorneys’ fees, court costs and other expenses of investigation, litigation and settlement of any such claim. Distributor shall provide Supplier prompt written notice of receipt of any such claim and shall not settle any such claim without the prior knowledge and written consent of Supplier, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, upon written notice to Distributor that Supplier has assumed the defense of any legal action or proceeding, Supplier shall not be liable to Distributor for any legal or other expenses subsequently incurred by Distributor in connection with the defense thereof, except in the event of a conflict of interest or other matter that prevents counsel for Supplier from fully and zealously representing the interests of both Supplier and Distributor. c. Notwithstanding the foregoing, to the extent that any claim that would otherwise be subject to indemnification pursuant to Paragraph 5.a. is traceable in whole or in part to i. any ingredient supplied by Supplier; ii. any act or failure required or approved by Supplier; and/or iii. any matter subject to indemnification by Supplier under Paragraph 5.b.; then Supplier shall pay the percentage of all costs, fees, damages, judgments and decrees allocable to such ingredient, act, failure or matter, and Distributor shall pay only for the percentage of the provisions costs, fees, damages, judgments and/or decrees allocable to Distributor’s own acts or failure to act. d. During the term of this Agreement; or , each party shall secure, pay for and maintain in full force and effect comprehensive general liability insurance (3including contractual liability and with product liability coverage respecting the Products) willful misconduct in an amount of not less than [***] in the aggregate and [***]per occurrence. Such insurance maintained by Indemnitor. 2each party shall name the other party as additional insured. The indemnification obligations under this Article V Each party shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed furnish to the Lossesother annually a certificate confirming such coverage. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, under principles of comparative faultWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconductHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.]

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall Indemnification: Buyer hereby releases and agrees to indemnify, defend, defend and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of ConsultantSeller, its shareholders, officers, agents, employees, subcontractorsaffiliates, subconsultantssuccessors, or any person or entity for whom Consultant is responsible assigns and third-party suppliers (collectively, “Indemnitor”); (2"Seller's Indemnified Parties") the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against any and all direct and indirect claims, debts, actions, causes of action, liabilities, loss, costsuits, expensedemands, royaltiesfines, claims for penalties, judgments, omissions, damages or liability, in law or in equityexpenses whatsoever, including, without limitation, attorney feesactual attorneys' fees and costs ("Damages") incurred by or against Seller or any of Seller's Indemnified Parties due to or arising out of, court costsin connection with, and resulting from or relating to (i) misrepresentations, breach of the warranties, representations, covenants or agreement contained in this Contract or any law by Buyer or any of Buyer's shareholders, directors, officers, employees, affiliates, representatives, agents, successors or assigns ("Buyer's Parties"), or (ii) any damage to or destruction of property, or injury to or death of persons caused, or alleged to have been caused, in whole or in part, by any intentional, reckless, negligent or other litigation expenses that may at any time arise or be set up for any infringement act (or alleged infringementfailure to act) of any patent, copyright, trade secret, trade name, trademark Buyer or any other proprietary right of Buyer's Parties, or (iii) losses, damages or injuries caused by Buyer's products, Buyer's specifications, designs, approvals or instructions provided to Seller, or due to improper, imprudent or unsafe application or use of the Products or otherwise; or (iv) any Product recalls, except to the extent solely and directly relating to Seller's breach of this Contract. Prior to settling any claim, Buyer will give Seller an opportunity to participate in the defense and/or settlement of such claim. Buyer shall not settle any claim without Xxxxxx's written consent. In the event of any person or entity in consequence of recall affecting the use by Indemnitee of any documents (including any methodProducts, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, Seller shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnitycontrol the recall process and Buyer shall fully cooperate with Seller in connection with the recall.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant To the fullest extent permitted by law, Buyer shall indemnify, defend, indemnify and hold Seller harmless University from any and its Regentsall claims, officersdemands, employeescauses of action, agentscontroversy, liabilities, fines, regulatory actions, seizures of Product, losses, costs and representatives expenses (collectivelyincluding, but not limited to attorneys’ fees, expert witness expenses and litigation expenses) (hereinafter “IndemniteeClaim”), arising from or in connection with any Claim asserted by a third party against all Seller for any damage, environmental liability, demandspatent or intellectual property infringement caused by Buyer’s use, claimsmodification or alteration of the Product, costsinjury, damages, injury including death, settlementsloss, and expenses (including without limitationproperty damage, interest and penalties) incurred by Indemnitee (“Losses”) arising out delay or failure in delivery of the performance Seller’s Product or any other Claim, whether in tort, contract, breach of services warranty or Consultants other obligations under otherwise, relating to this Agreement, but only in proportion the business relationship between the parties, the Product provided hereunder, or Buyer’s breach of this Agreement. Notwithstanding the foregoing, Buyer has no indemnity obligation to and Seller to the extent such Losses are caused by or that any Claims result from the gross negligence of Seller. To the fullest extent permitted by law, Seller shall defend, indemnify and hold Buyer harmless from any and all Claims, arising from or in connection with any Claim asserted by a third party against Buyer for any patent or intellectual property infringement in connection with the Product (1) provided that such alleged infringement does not arise from the negligent acts combination of the Product with other ingredients), injury, death, loss, property damage or omissions any other Claim, whether in tort, contract, breach of Consultantwarranty or otherwise, its officersrelating directly to the Product (except if such injury, agentsdeath, employeesloss, subcontractorsproperty damage or other Claim arises from the combination of the Product with other ingredients, subconsultantsfrom the packaging, delivery system, or any person subsequent handling by Buyer), or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the Seller’s breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) Notwithstanding the person or entity indemnified is liable by reason of non-delegable dutyforegoing, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The Seller has no indemnity obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except Buyer to the extent such defense costs arisethat any Claims result from the gross negligence of Buyer. The parties agree, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of for the provisions Term of this Agreement; , to maintain a program of insurance or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, self-insurance at levels sufficient to satisfy its obligations as set forth in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (i) Company shall indemnifyindemnify the Executive, defendto the maximum extent permitted by law if he is made, and hold harmless University and or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of Company to procure a judgment in its Regents, officers, employees, agents, and representatives favor (collectively, a “IndemniteeProceeding”), against all liabilityfor any losses incurred by the Executive: i) as a direct consequence of the discharge of Executive’s duties or by reason of the fact that the Executive is or was a director or officer of Company; (ii) as a direct consequence of Executive’s obedience to the directions of Company (and, demandsin the case of a criminal proceeding, claimsactions for which Executive had no reasonable cause to believe they were unlawful). The indemnification shall include judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, damages, injury including death, settlements, charges and expenses (including without limitationattorneys’ fees and disbursements) paid or incurred in connection with any such Proceeding;. Company shall, interest from time to time, and penalties) in the sole discretion of Company’s Board of Directors, reimburse or advance to the Executive the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding in advance of the final disposition of such Proceeding; provided, however, that, if required by applicable law, such expenses incurred by Indemnitee (“Losses”) arising out or on behalf of the performance Executive may be paid in advance of services the final disposition of a Proceeding only upon receipt by Company of an undertaking, by or Consultants on behalf of the Executive, to repay any such amount so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that the Executive is not entitled to be indemnified for such expenses. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section shall not be deemed exclusive of any other obligations rights which the Executive may now or hereafter have under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office; provided, however, that Company shall not be obligated to reimburse or advance expenses which have been paid directly to the Executive under the Company’s director and officer liability insurance. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section shall continue as to the Executive after she has ceased to be a director, officer or employee of Company and shall inure to the benefit of the heirs, executors and administrators of the Executive’s estate. (ii) The Executive shall be covered by Company’s director and officer liability insurance on the same basis as the other directors and executive officers of Company. (iii) The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section shall be enforceable by the Executive in any court of competent jurisdiction. Neither the failure of Company (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by Company (including its board of directors, independent legal counsel, or its stockholders) that the Executive is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that the Executive is not so entitled. The Executive shall also be indemnified for any expenses incurred in connection with successfully establishing right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such proceeding. Notwithstanding the foregoing, to the extent that Code Section 409A is applicable to the reimbursements or expenses under this AgreementSection, but only in proportion to and to the extent that no exception under Code Section 409A is applicable, the following shall apply: (i) all expenses that are taxable and includable in income to be paid under this Section will only be paid if such Losses expenses are caused by incurred during Executive’s lifetime and for a ten (10) year period commencing thereafter; (ii) any amount reimbursable or result from paid in one year shall not affect the amount to be reimbursed or paid in another tax year; (1iii) the negligent acts or omissions Executive must provide Company with reasonable documentation of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”)such expenses; (2iv) payments for such expenses will be made in cash within thirty (30) days after the expenses are incurred but in no event later than the end of Executive’s taxable year following the tax year in which the expenses are incurred; and (v) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations reimbursements under this Article V shall Section cannot be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense substituted for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconductanother benefit. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) Supplier shall indemnifyrelease, defend, and hold harmless University and indemnify Buyer (who shall control its Regentsown defense), its directors, officers, employees, agentsrepresentatives, successors, assigns distributors, dealers, affiliates and representatives (collectivelycustomers during the term of this Contract and thereafter, “Indemnitee”), against from any and all liabilityactual or alleged claims, demands, claimslosses, liability, judgments, damages, costs, damagesexpenses or liabilities (including attorney fees, injury overhead and court costs) including without limitation claims for death, settlementspersonal injury, and expenses (including without limitationor property damage, interest and penalties) incurred by Indemnitee (“Losses”) resulting from, arising out of the performance or in any way connected with any act, failure to act, neglect or omission of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of ConsultantSupplier, its officers, agents, employees, subcontractorssubcontractors or sub-suppliers (including any employee, subconsultants, agent or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor invitee of any of the provisions of this Agreement; or (3them) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in during the performance of this Agreement. 4Contract or the Products or parts thereof including (i) any failure of Products to comply with applicable specifications (functional, design or otherwise), warranties, or certifications under this Contract; (ii) the negligence of Supplier or its sub-suppliers in design, manufacture or otherwise with respect to Products or parts therefore or services rendered hereunder; (iii) claims based on strict or product liability relating to Products; (iv) failure to warn or inadequate warnings or instructions or (v) failure of Products to perform in accordance with their intended use. Nothing Buyer reserves the right to settle all such claims at its own expense, but such settlement shall not relieve Supplier from any of its liabilities under this Contract. Supplier agrees to include this clause in this Agreementall related subcontracts. Upon Xxxxx’s request, including the Supplier shall advance all attorneys’ fees and other dispute resolution expenses related to any indemnified claim. The provisions of this Article VSection 18 shall survive the termination or expiration of this Contract. (b) Supplier will maintain, and provide evidence of, General Liability, Property Damage, and Employer's Liability and Comprehensive Insurance as Buyer from time to time determines to be adequate. In addition, Supplier shall constitute maintain at its own expense product liability insurance in the amount of at least U.S. $1,000,000 for injury or death of one person in any accident, and an additional U.S. $2,000,000 for injury or death of more than one person in any accident, and property damage coverage of at least U.S. $1,000,000 thereunder, naming Buyer as an additional insured and providing that the coverage shall be primary. Satisfactory evidence by copy of a waiver or limitation certificate of insurance shall be submitted annually to Buyer. The policy obtained must be occurrence based and shall cover the actions of any rights which Indemnitee subcontractor that Supplier may have utilize under applicable lawthis Contract. Such insurance shall require the underwriters to provide Buyer thirty (30) days advance written notice of any cancellation or adverse material change with respect to any of the policies. If Supplier fails to procure or maintain in force the insurance specified herein, including without limitation, Buyer may secure such insurance and the right to implied indemnitycost thereof shall be borne by Supplier. It is understood and agreed that the insurance provided by Supplier hereunder shall operate independent and apart from any obligations imposed on Supplier under the indemnity provisions in this Contract.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) From and after the Effective Time, to the fullest extent permitted under applicable Laws, Parent shall, and shall indemnifycause the Surviving Entity to, defend, (i) indemnify and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), each Indemnified Person against all liability, demands, claims, costs, damages, injury including death, settlements, and any reasonable costs or expenses (including without limitationreasonable attorneys’ fees and all other reasonable costs, interest expenses and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert experts’ fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney feestravel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding, including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Person), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement (including all interest, assessments and other litigation charges paid or payable in connection with or in respect of any thereof) in connection with any actual or threatened Proceeding, and, upon receipt by Parent of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified, provide advancement of expenses with respect to each of the foregoing to, all Indemnified Persons; and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the General Partner immediately prior to the Effective Time, and ensure that may the Organizational Documents of the Partnership and the General Partner or any of their respective successors or assigns, if applicable, shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of the Partnership and the General Partner than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.6(a) shall not be amended, repealed, terminated or otherwise modified at any time arise in a manner that would adversely affect the rights of such Indemnified Person as provided herein, and shall be enforceable by such Indemnified Person and heir respective heirs and Representatives against Parent, the Partnership and the General Partner and their respective successors and assigns. (b) The Surviving Entity, or Parent on behalf of the Surviving Entity, shall maintain in effect for a period of six years following the Effective Time the Partnership’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to Indemnified Persons (provided, that the Surviving Entity, or Parent on behalf of the Surviving Entity, may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions that are no less favorable to the Indemnified Persons in any material respect); provided, however, that in no event shall the Surviving Entity or Parent, as applicable, be set up required to expend pursuant to this Section 6.6(b) more than an amount per year equal to 300% of current annual premiums paid by the Partnership for any infringement such insurance (the “Maximum Amount”). In the event that, but for the proviso to the immediately preceding sentence, the Surviving Entity would be required to expend more than the Maximum Amount, the Surviving Entity, or Parent on behalf of the Surviving Entity, shall obtain the maximum amount of such insurance as is available for the Maximum Amount. If Parent, in its sole discretion elects, then, in lieu of the obligations of the Surviving Entity under this Section 6.6(b), the Partnership or Parent may (but shall be under no obligation to), prior to the Effective Time, purchase a prepaid “tail policy” with respect to acts or omissions occurring or alleged infringementto have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Persons in their capacity as such; provided, that in no event shall the cost of such policy exceed six times the Maximum Amount. (c) The rights of any patentIndemnified Person under this Section 6.6 shall be in addition to any other rights such Indemnified Person may have under the Parent Organizational Documents, copyrightthe Organizational Documents of each of the Partnership, trade secretthe General Partner, trade name, trademark the Surviving Entity or any other proprietary right Subsidiary of Parent or the Partnership, any person indemnification agreements, or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified DLLCA or depicted) supplied by Indemnitor in the performance of this Agreement. 4DRULPA. Nothing in this Agreement, including the The provisions of this Article V, Section 6.6 shall constitute a waiver or limitation survive the consummation of any rights which Indemnitee may have under applicable law, including without limitationthe transactions contemplated by this Agreement and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and Representatives. If Parent, the right Surviving Entity and/or the General Partner, or any of their respective successors or assigns (i) consolidates with or merges into any other Person, or (ii) transfers or conveys all or substantially all of their businesses or assets to implied indemnityany other Person, then, in each such case, to the extent necessary, a proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity and/or the General Partner shall assume the obligations of Parent, the Surviving Entity and the General Partner set forth in this Section 6.6.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) The Contractor shall indemnify, defend, defend and hold harmless University the State and its Regentsofficers, officersrepresentatives, agents, servants, employees, agentssuccessors and assigns from and against any and all (1) claims arising, and representatives directly or indirectly, in connection with the Contract, including the acts of commission or omission (collectively, the “IndemniteeActs”), against all liability, demands, claims, costs) of the Contractor or contractor parties; and (2) liabilities, damages, injury losses, costs and expenses, including deathbut not limited to, settlementsattorneys’ and other professionals’ fees, arising, directly or indirectly, in connection with claims, Acts of the contract. The Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this section. The Contractor’s obligations under this section to indemnify, defend and hold harmless against claims includes claims concerning (i) the confidentiality of any part of or all of the Contractor’s bid or proposal, and expenses (including without limitationii) records, interest and penalties) incurred by Indemnitee (“Losses”) arising out any intellectual property rights, other proprietary rights of any person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, or Goods furnished or used in the performance of services the Contract. For purposes of this provision, “Goods” means all things which are movable at the time that the Contract is effective, and which includes, without limiting this definition, supplies, materials and equipment. (b) The Contractor shall reimburse the State for any and all damages to the real or Consultants personal property of the State caused by the Acts of the Contractor or any contractor parties. The State shall give the Contractor reasonable notice of any such claims. (c) The Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the Contract, without being lessened or compromised in any way, even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the claims and/or where the State is alleged or is found to have merely contributed in part to the Acts giving rise to the claims. The Contractor shall not be responsible for indemnifying or holding the State harmless from any liability solely from the negligence of the State or any other person or entity acting under the direct control or supervision of the State. (d) The Contractor shall carry and maintain at all times during the term of the Contract, and during the time that any provisions survive the term of the Contract, sufficient general liability insurance to satisfy its obligations under this Agreement, but only in proportion Contract. The Contractor shall cause the State to be named as an additional insured on the policy and to the extent such Losses are caused by or result from shall provide (1) the negligent acts or omissions a certificate of Consultantinsurance, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or declaration page and (3) willful misconduct by Indemnitorthe additional insured endorsement to the policy to the Client Agency all in an electronic format acceptable to Eastern Connecticut State University prior to the effective date of the Contract evidencing that the State is an additional insured. The Contractor shall not begin performance until the delivery of these three (3) documents to Eastern Connecticut State University. Contractor shall provide an annual electronic update of the three (3) documents to Eastern Connecticut State University on or before each anniversary of the Effective Date during the Contract term. State shall be entitled to recover under the insurance policy even if a body of competent jurisdiction determines that the State is contributorily negligent. 2. The indemnification obligations under this Article V (e) This section shall survive the termination of the contract and shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconductinsurance coverage. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) From and after the Effective Time, Parent and the Surviving Corporation shall indemnify, defend, defend and hold harmless University to the fullest extent permitted under applicable law each person who is, or has been at any time prior to the Effective Time, an officer or director of the Company (or any Subsidiary or division thereof) and its Regentseach person who served at the request of the Company as a director, officersofficer, employeestrustee or fiduciary of another corporation, agentspartnership, and representatives joint venture, trust, pension or other employee benefit plan or enterprise (individually, an "Indemnified Party" and, collectively, “Indemnitee”), the "Indemnified Parties") against all liability, demandslosses, claims, costs, damages, injury including deathliabilities, settlements, and costs or expenses (including without limitationattorneys' fees), interest judgments, fines, penalties and penalties) incurred by Indemnitee (“Losses”) amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the performance Effective Time. In the event of services any such claim, action, suit, proceeding or Consultants other obligations under this Agreementinvestigation (an "Action"), but only in proportion to (i) Parent and the Surviving Corporation shall pay, as incurred, the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to the Surviving Corporation, in advance of the final disposition of any such Action to the fullest extent permitted by applicable law, and, if required, upon receipt of any undertaking required by applicable law, and (ii) Parent and the Surviving Corporation will cooperate in the defense of any such Losses are caused by matter; provided, however, the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or result from (1) delayed), and provided further, that Parent and the negligent acts or omissions Surviving Corporation shall not be obligated pursuant to this Section 7.13 to pay the fees and disbursements of Consultantmore than one counsel for all Indemnified Parties in any single Action, its officersunless, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) in the breach by Indemnitor good faith judgment of any of the Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in which case there may be separate counsel for each similarly situated group. (b) The parties agree that the rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, in the certificate of incorporation and bylaws of the Company and its Subsidiaries with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Action pending or asserted or claim made within such period shall continue until the disposition of such Action or resolution of such claim. (c) For a period of six years after the Effective Time, Parent and the Surviving Corporation shall cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are or at any time prior to the Effective Time covered by the Company's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided, that after the third year after the Effective Time, the Surviving Corporation shall not be required to pay annual premiums in excess of 250% of the last annual premium paid by the Company prior to the date hereof (the amount of which premium is set forth in the Company Disclosure Letter), but in such case shall purchase as much coverage as reasonably practicable for such amount. (d) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, under the DGCL or otherwise. The provisions of this Agreement; or (3) willful misconduct by IndemnitorSection 7.13 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. 2. The indemnification obligations under this Article V (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be limited by any assertion the continuing or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person surviving corporation or entity in consequence such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, proper provision shall be made so that the use by Indemnitee successors and assigns of any documents (including any methodParent or the Surviving Corporation, processas the case may be, product, concept specified or depicted) supplied by Indemnitor in shall assume the performance of this Agreement. 4. Nothing obligations set forth in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnitySection 7.13.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Seller shall defend, indemnify, defend, and hold harmless University Buyer and its Regents, officers, employeesBuyer’s affiliates, agents, and representatives (collectivelycustomers from any and all damages, “Indemnitee”), against all liability, demandsliabilities, claims, costslosses, damagessuits, injury including deathlegal actions, settlementsinvestigations, or any threat of the same, and expenses (any costs incurred in connection therewith, including without limitationbut not limited to, interest attorney fees and penalties) incurred by Indemnitee (“Losses”) litigation expenses, arising out of the performance or related to an Agreement or any breach by Seller of services or Consultants other obligations under this Agreement, or which may result in any way from any accident, injury, libel, or property damage, including but only in proportion not limited to and response or remedial action costs associated with damage to the extent such Losses are caused environment or to natural resources, by reason of any act or result from (1) the negligent acts or omissions of Consultantomission by Seller, its officers, agents, employees, or subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such defense costs ariseclaim to Seller to defend using legal counsel acceptable to Buyer, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (cii) willful misconduct. 3defend such claim by legal counsel of Buyer’s choosing and Seller shall reimburse Buyer for all costs of such defense. Consultant In either case Seller shall indemnify, defend, indemnify and save hold Buyer harmless Indemnitee from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Seller accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Seller has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Seller assumes the defense of a claim and thereafter fails to vigorously defend such claim, Buyer shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Seller assumes the defense of a claim, Seller shall not settle or compromise such claim without Buyer’s prior written consent. Seller shall maintain worker’s compensation and occupational disease insurance, public liability, contractual liability, property damage, product’s liability, employee’s liability and compensation insurance and motor vehicle liability (personal injury and property damage) insurance in reasonable amounts to protect Seller and Buyer from the aforesaid risks. Upon Buyer’s request, Seller shall supply Buyer with certificates of such insurance which shall provide that such insurance shall not be altered or cancelled without thirty (30) days’ prior written notice to Buyer. Seller will defend, indemnify and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any loss, costdamages, expenseor costs arising from or caused in any way by any actual violation of any federal, royaltiesstate, claims for damages or liabilitylocal law, ordinance, rule, or regulation, or failure by the Seller to (i) have any chemical substances sold hereunder included in law the list of approved chemical substances published by the Environmental Protection Agency pursuant to the Toxic Substances Control Act; or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise (ii) provide a completed Material Safety Data Sheet (OSHA Form 20 or be set up equivalent) for any infringement (chemical substances sold hereunder as required by any federal, state or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable local law, including without limitationordinance, the right to implied indemnityrule or regulation.

Indemnification and Insurance. A. INDEMNIFICATION 18.1. Consultant Indemnification of Investors. In the event that any Investor or Canadian Investor or any director, officer, employee, affiliate or agent thereof (the "Indemnitees") become involved in any capacity in any action, proceeding, investigation or inquiry other than a claim by the Corporation against such Indemnitee in connection with or arising out of any matter related to the Corporation or any Indemnitee's role or position with the Corporation, the Corporation shall indemnifyreimburse each Indemnitee for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred by such Indemnitee in connection therewith. The Corporation also agrees to indemnify each Indemnitee, pay on demand and protect, defend, save and hold harmless University from and its Regentsagainst any and all liabilities, officersdamages, employeeslosses, agents, and representatives (collectively, “Indemnitee”), against all liability, demandssettlements, claims, costsactions, damagessuits, injury including deathpenalties, settlementsfines, and costs or expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney attorneys' fees, court costs, and other litigation expenses that may at ) (any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use foregoing, a "Claim") incurred by or asserted against any Indemnitee of whatever kind or nature, arising from, in connection with or occurring as a result of this Agreement or the matters contemplated by this Agreement. The foregoing agreement shall be in addition to any documents (including rights that any methodIndemnitee may have at common law or otherwise. Notwithstanding the foregoing, process, product, concept specified the Corporation shall not be required to indemnify any Indemnitee who is found to have acted in a manner demonstrating willful misconduct or depicted) supplied by Indemnitor in connection with any claim that such Indemnitee breached this Agreement unless it is determined that the performance of Indemnitee did not breach this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall defend, indemnify, defend, and hold harmless University Corporation and its RegentsCorporation’s respective employees, officers, employeesdirectors, agents, and representatives (collectivelyrepresentatives, “Indemnitee”)for any and all loss or damage and from or against any third-party claims for injury, against all liability, demands, claims, costs, damages, injury including death, settlementsloss, or damage of any kind or character, directly resulting from Consultant’s gross negligence or Consultant’s material breach of this Agreement, by whomsoever asserted; provided, however, Consultant will not be liable for any loss or damage or against and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) from any claim arising out of Corporation’s material breach of this Agreement or the performance grossly negligent acts of services Corporation or Consultants other obligations under Corporation’s respective employees, officers, directors, agents, representatives, contractors, or subcontractors, if any. Corporation shall defend, indemnify, and hold harmless Consultant for any and all loss or damage and from or against and from any third-party claims for injury, death, loss, or damage of any kind or character, directly resulting from Corporation’s gross negligence or the Corporation’s material breach of this Agreement, but only in proportion to by whomever asserted; provided, however, Corporation will not be liable for any loss or damage or against and to from any claim arising out of Consultant’s material breach of this Agreement or the extent such Losses are caused by or result from (1) the grossly negligent acts of Consultant or omissions of Consultant’s respective employees, its officers, directors, agents, employeesrepresentatives, contractors, or subcontractors, subconsultantsif any. The indemnified party shall (i) give the indemnifying party prompt written notice of any claim, suit, or any person or entity for whom Consultant is responsible action brought against the indemnified party, (collectively, “Indemnitor”); ii) allow the indemnifying party to defend the same (2) without prejudice to the breach by Indemnitor of any right of the provisions indemnified party to participate at its expense through counsel of this Agreement; its own choosing), (iii) render the indemnifying party all assistance reasonably necessary in defending against such claim, suit, or action at the indemnifying party’s expense, and (3iv) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V refrain from compromising or settling such claim or action without the indemnifying party’s prior written consent, where such consent shall not be limited by any assertion unreasonably withheld or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemniteedelayed. The obligation to defend Each party shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney procure and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement maintain insurance (or alleged infringementother means) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreementadequate to cover its indemnity obligations hereunder. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a. In addition to any specific provisions set forth in this Agreement, to the extent allowed by law, Client shall indemnify, defend, and hold harmless University and reimburse Emergicon and/or its Regentsemployees, officers, employees, agents, directors and representatives (collectively, “Indemnitee”), against agents for any and all liability, demandscosts, claims, costslosses, damages, injury including deathliabilities, settlementsexpenses, judgments, penalties, fines, and expenses (causes of action to the extent caused by any willful or grossly negligent act or omission on the part of Client or its agents, servants, volunteers, contractors or employees including but not limited to incomplete or inaccurate patient care reports, improperly completed PCS forms, or other documentation issues that make it impossible for Emergicon to properly code and bill claims. This provision shall include all costs and disbursements, including without limitation, interest limitation court costs and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under reasonable attorneys' fees. b. In addition to any specific indemnification provisions set forth in this Agreement, but only in proportion to and to the extent such Losses are caused allowed by or result from (1) the negligent acts or omissions of Consultantlaw, Emergicon shall hold harmless, indemnify and defend Client and/or its employees, officers, agentsdirectors and agents from and against any and all costs, employeesclaims, subcontractorslosses, subconsultantsdamages, or any person or entity for whom Consultant is responsible (collectivelyliabilities, “Indemnitor”); (2) the breach by Indemnitor expenses, judgments, penalties, fines and causes of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except action to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) caused by any willful or grossly negligent acts or omissions; (b) breach misconduct of any of Emergicon agent, servant, contractor or employee and which relate to the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use Specialized Professional Services performed by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of Emergicon under this Agreement. 4c. Emergicon shall maintain errors and omissions insurance coverage in an amount not less than $4,000,000. Nothing in Client will be named as an additional insured under the policy and Emergicon shall provide proof of such coverage to Client upon reasonable written request for same. d. Notwithstanding any other provision of this Agreement, Emergicon shall not be liable for any damages, including the provisions but not limited to loss in profits, or for any special, incidental, indirect, consequential or other similar damages suffered in whole, or in part, in connection with this Agreement. Any liability of Emergicon for any disputed billing performed by Emergicon on behalf of Client shall not exceed any amounts paid to Emergicon by Client under this Agreement. e. Where any provision of this Article VAgreement obligates either party to defend, indemnify, hold harmless, and/or reimburse the other party, such agreement shall constitute a waiver include any claims, losses, assessments or limitation damages of any rights which Indemnitee kind, and shall apply equally to that party and to its employees, owners, agents, contractors, attorneys, consultants, accountants, and servants. f. It is expressly agreed and understood by both parties that certain repayment or refund demands may have under applicable lawbe made by insurance payers that are not the result of negligence on the part of either party and therefore are not subject to indemnity as set forth in the paragraph 11. Specifically, including without limitationthere may be claims that are audited or reviewed and later determined not to be medically necessary, not to justify the level of care provided and/or billed, or otherwise denied or down-coded to a lower level of service. In this situation, the right parties will work together to implied indemnityrespond to and appeal such denials, and if determined that repayment is in fact due after the exhaustion of such available appeals, the parties will pay their pro-rata share of refund based on the % fee set forth in paragraph 10.a. above.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) From and after the Effective Time, to the fullest extent permitted under applicable Laws, Parent shall, and shall indemnifycause the Surviving Entity to, defend, (i) indemnify and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), each Indemnified Person against all liability, demands, claims, costs, damages, injury including death, settlements, and any reasonable costs or expenses (including without limitationreasonable attorneys’ fees and all other reasonable costs, interest expenses and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert experts’ fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney feestravel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding, including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Person), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement (including all interest, assessments and other litigation charges paid or payable in connection with or in respect of any thereof) in connection with any actual or threatened Proceeding, and, upon receipt by Parent of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified, provide advancement of expenses with respect to each of the foregoing to, all Indemnified Persons; and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the General Partner immediately prior to the Effective Time, and ensure that may the Organizational Documents of the Partnership and the General Partner or any of their respective successors or assigns, if applicable, shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of the Partnership and the General Partner than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.6(a) shall not be amended, repealed, terminated or otherwise modified at any time arise in a manner that would adversely affect the rights of such Indemnified Person as provided herein, and shall be enforceable by such Indemnified Person and their respective heirs and Representatives against Parent, the Partnership and the General Partner and their respective successors and assigns. (b) The Surviving Entity, or Parent on behalf of the Surviving Entity if Parent, in its sole discretion, so elects, shall maintain in effect for a period of six years following the Effective Time the Partnership’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to Indemnified Persons (provided, that the Surviving Entity, or Parent on behalf of the Surviving Entity if Parent so elects, may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions that are no less favorable to the Indemnified Persons); provided, however, that in no event shall the Surviving Entity or Parent, as applicable, be set up required to expend pursuant to this Section 6.6(b) more than an amount per year equal to 300% of current annual premiums paid by the Partnership for any infringement such insurance (the “Maximum Amount”). In the event that, but for the proviso to the immediately preceding sentence, the Surviving Entity would be required to expend more than the Maximum Amount, the Surviving Entity, or Parent on behalf of the Surviving Entity if Parent had so elected to provide such insurance, shall obtain the maximum amount of such insurance as is available for the Maximum Amount. If Parent, in its sole discretion, elects, then, in lieu of the obligations of the Surviving Entity under this Section 6.6(b), the Partnership or Parent may (but shall be under no obligation to), prior to the Effective Time, purchase a prepaid “tail policy” with respect to acts or omissions occurring or alleged infringementto have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Persons in their capacity as such; provided, that in no event shall the cost of such policy exceed six times the Maximum Amount. (c) The rights of any patentIndemnified Person under this Section 6.6 shall be in addition to any other rights such Indemnified Person may have under the Parent Organizational Documents, copyrightthe Organizational Documents of each of the Partnership, trade secretthe General Partner, trade name, trademark the Surviving Entity or any other proprietary right Subsidiary of Parent or the Partnership, any person indemnification agreements, or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified DLLCA or depicted) supplied by Indemnitor in the performance of this Agreement. 4DRULPA. Nothing in this Agreement, including the The provisions of this Article V, Section 6.6 shall constitute a waiver or limitation survive the consummation of any rights which Indemnitee may have under applicable law, including without limitationthe transactions contemplated by this Agreement and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and Representatives. If Parent, the right Surviving Entity and/or the General Partner, or any of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers or conveys all or substantially all of their businesses or assets to implied indemnityany other Person, then, in each such case, to the extent necessary, a proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity and/or the General Partner shall assume the obligations of Parent, the Surviving Entity and the General Partner set forth in this Section 6.6.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant 14.1 The Licensee shall indemnify, defend, indemnify and hold harmless University Shire, its Affiliates and its Regentsand their directors, officers, employeesemployees and contractors ("SHIRE PARTIES") from and against any and all claims, agents, and representatives (collectively, “Indemnitee”), against all liabilityactions, demands, claims, costslosses, damages, injury including death, settlements, costs and reasonable expenses (including without limitationreasonable legal, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney counsel and expert fees) made or brought by any third parties ("CLAIMS") arising from or in connection with the research, development, testing, manufacture, marketing, distribution, sale or use of the Licensed Product by Licensee or its Affiliates or its or their Sub-Licensees, except to the extent that such Claims result from the negligence or willful default of the Shire Parties. 14.2 Shire shall promptly: (a) inform the Licensee by written notice of any Claims or the discovery of a fact upon which Shire intends to base a request for indemnificatiox; (b) provide the Licensee with copies of all papers and official documents received in respect of any Claims; and (c) cooperate as reasonably requested by the Licensee in the defence against any Claims. 14.3 The Licensee shall have the sole control over the defence of any Claims, provided that, the Licensee shall obtain the written consent of Shire, prior to settling or otherwise disposing of such Claims if as a result of the settlement or Claim disposal Shire's interests are in any way adversely affected. Any costs and expenses, incurred by Shire in providing a defense for Indemnitees connection with any Claims shall be reimbursed by University except the Licensee on a Quarterly basis, subject to the extent an obligation of reimbursement if it is determined by a court of competent jurisdiction that such defense costs ariseClaims are not subject to indemnification under clause 14.1. 14.4 Shire shall defend, under principles of comparative faultindemnify and hold harmless Licensee, its Affiliates and its and their directors, officers, employees and contractors ("LICENSEE PARTIES") from Indemnitor’s (a) negligent acts or omissions; (b) and against any and all Claims resulting from a breach of clause 16. 14.5 Notwithstanding anything contained in this Agreement, in no event shall either Party or their respective Affiliates be liable for special, indirect, incidental or consequential loss or damage based on contract, tort or any of the provisions other legal theory arising out of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this AgreementAgreement shall limit either Party's liability to any person for death or personal injury caused by negligence. 14.6 The Licensee shall, including at its own cost, during the provisions term of this Article VAgreement and for a period of 10 years thereafter, shall constitute a waiver maintain insurance which is reasonable and customary in the United States of America pharmaceutical industry for companies of comparable size and activities, and in any event: (a) listing Shire and the Indemnitees (as defined in the License Agreement) as additional insureds on the policy by no later than October 1, 2004; (b) covering product liability in relation to the studies undertaken in connection with the development of the Licensed Product in amounts no less than US$1 million per incident and US$3 million annual aggregate; and (c) covering comprehensive product liability insurance and general commercial liability insurance with respect to the manufacture, use or limitation sale Licensed Product from receipt of any rights which Indemnitee may have under applicable law, including without limitationMarketing Authorization in amounts not less than US$5 million per incident and US$10 million annual aggregate. 14.7 Upon reasonable request from Shire, the right to implied indemnityLicensee shall provide, or procure that its Sub-Licensees provide documents from its insurer confirming the existence and renewal of the relevant insurance policies conforming with the requirements of clause 14.6.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a. In addition to any specific provisions set forth in this Agreement, to the extent allowed by law, Client shall indemnify, defend, and hold harmless University and reimburse Emergicon and/or its Regentsemployees, officers, employees, agents, directors and representatives (collectively, “Indemnitee”), against agents for any and all liability, demandscosts, claims, costslosses, damages, injury including deathliabilities, settlementsexpenses, judgments, penalties, fines, and expenses (causes of action to the extent caused by any willful or grossly negligent act or omission on the part of Client or its agents, servants, volunteers, contractors or employees including but not limited to incomplete or inaccurate patient care reports, improperly completed PCS forms, or other documentation issues that make it impossible for Emergicon to properly code and bill claims. This provision shall include all costs and disbursements, including without limitation, interest limitation court costs and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under reasonable attorneys' fees. b. In addition to any specific indemnification provisions set forth in this Agreement, but only in proportion to and to the extent such Losses are caused allowed by or result from (1) the negligent acts or omissions of Consultantlaw, Emergicon shall hold harmless, indemnify and defend Client and/or its employees, officers, agentsdirectors and agents from and against any and all costs, employeesclaims, subcontractorslosses, subconsultantsdamages, or any person or entity for whom Consultant is responsible (collectivelyliabilities, “Indemnitor”); (2) the breach by Indemnitor expenses, judgments, penalties, fines and causes of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except action to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) caused by any willful or grossly negligent acts or omissions; (b) breach misconduct of any of Emergicon agent, servant, contractor or employee and which relate to the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use Specialized Professional Services performed by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of Emergicon under this Agreement. 4c. Emergicon shall maintain errors and omissions insurance coverage in an amount not less than $4,000,000. Nothing in Client will be named as an additional insured under the policy and Emergicon shall provide proof of such coverage to Client upon reasonable written request for same. d. Notwithstanding any other provision of this Agreement, Emergicon shall not be liable for any damages, including the provisions but not limited to loss in profits, or for any special, incidental, indirect, consequential or other similar damages suffered in whole, or in part, in connection with this Agreement. Any liability of Emergicon for any disputed billing performed by Emergicon on behalf of Client shall not exceed any amounts paid to Emergicon by Client under this Agreement. e. Where any provision of this Article VAgreement obligates either party to defend, indemnify, hold harmless, and/or reimburse the other party, such agreement shall constitute a waiver include any claims, losses, assessments or limitation damages of any rights which Indemnitee kind, and shall apply equally to that party and to its employees, owners, agents, contractors, attorneys, consultants, accountants, and servants. f. It is expressly agreed and understood by both parties that certain repayment or refund demands may have under applicable lawbe made by insurance payers that are not the result of negligence on the part of either party and therefore are not subject to indemnity as set forth in the paragraph 11. Specifically, including without limitationthere may be claims that are audited or reviewed and later determined not to be medically necessary, not to justify the level of care provided and/or billed, or otherwise denied or down-coded to a lower level of service. In this situations, the right parties will work together to implied indemnityrespond to and appeal such denials, and if determined that repayment is in fact due after the exhaustion of such available appeals, the parties will pay their pro-rata share of refund based on the % fee set forth in paragraph 10.a. above.

Indemnification and Insurance. A. INDEMNIFICATION 1When the law establishes a professional standard of care for Consultant’s professional Services, Consultant will defend, indemnify and hold harmless JRWSS, its directors, officers, engineers, employees or agents from all claims and demands of all persons to the extent arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness, or willful misconduct whether by act or omission to act, in failure to meet a professional standard for performance, or for actual or alleged non- performance of the work under this agreement. Consultant shall indemnifydefend itself against any and all liabilities, claims, losses, damages, and costs arising out of or alleged to arise out of Consultant’s performance or non- performance of the work hereunder, and shall not tender such claims to Joint Regional Water Supply System nor to its directors, officers, engineers, employees, or agents, for defense or indemnity. Other than in the performance of professional Services, to the fullest extent permitted by law, CONSULTANT will defend, indemnify and hold harmless University and the JRWSS, its Regentsdirectors, officers, employeesengineers, agents, employees and representatives (collectively, “Indemnitee”), against agents from all liability, demands, claims, costs, damages, injury including death, settlements, claims and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) demands of all persons arising out of the performance of services the work, or Consultants other obligations under this Agreementactual or alleged non-performance, or the furnishing of materials; including but only in proportion not limited to, claims by the CONSULTANT or CONSULTANT’s employees for damages to and to persons or property except for the extent such Losses are caused by sole negligence or result from (1) willful misconduct or active negligence of the negligent acts or omissions of ConsultantJRWSS, its directors, officers, agentsengineers, employees, subcontractors, subconsultantsor agents. than A-:VII, or any person equivalent, or entity as otherwise approved by the JRWSS. The retroactive date (if any) is to be no later than the effective date of this Agreement. CONSULTANT shall maintain such coverage continuously for whom Consultant is responsible (collectively, “Indemnitor”); (2) a period of at least three years after the breach by Indemnitor of any completion of the provisions contract work. CONSULTANT shall purchase a one-year extended reporting period i) if the retroactive date is advanced past the effective date of this Agreement; ii) if the policy is canceled or (3not renewed; iii) willful misconduct if the policy is replaced by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of nonanother claims-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed made policy with a retroactive date subsequent to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions effective date of this Agreement; or . In the event that the CONSULTANT employs other CONSULTANTs (csub-contractor) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence as part of the use work covered by Indemnitee of any documents (including any methodthis agreement, process, product, concept it shall be the CONSULTANT’s responsibility to require and confirm that each sub-contractor meets the minimum insurance requirements specified or depicted) supplied by Indemnitor in the performance of this Agreementabove. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) SELF on behalf of its officers, employees, contractors, assigns, agents, and representatives shall indemnify, defendhold harmless, and hold harmless University and defend the CITY, its Regents, officers, employees, agents, and representatives (collectivelyall of the foregoing shall hereinafter collectively be referred to as the “INDEMNIFIED PARTIES”) from and against any and all liabilities, “Indemnitee”)losses, against all liabilityclaims, damages, demands, claimsexpenses or actions, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in either at law or in equity, includingincluding court costs and attorneys’ fees (at all times including trial and appellate levels), without limitation, attorney fees, court costs, and other litigation expenses that may hereafter at any time arise be made or be set up for any infringement (brought by anyone on account of personal injury, property damage, loss of monies, or alleged infringement) other loss, allegedly caused or incurred, in whole or in part, as a result of any patentnegligent, copyrightwrongful, trade secretor intentional act or omission, trade nameor based on any act of fraud or defalcation by SELF, trademark its employees, agents, contractors, assigns, and officers during performance of this Agreement. The extent of this indemnification shall not be limited in any way as to the amount or types of damages or compensation payable to any of the INDEMNIFIED PARTIES by any employee of SELF, any contractor, assign, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. The indemnification obligation under this Section shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for SELF or any contractor under workers’ compensation acts, disability benefit acts or other proprietary right employee benefit acts. For avoidance of any person doubt, this indemnification provision shall survive the expiration or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance termination of this Agreement. 4(b) Prior to commencing any services, SELF shall provide proof of insurance coverage as required hereunder. Nothing Such insurance policy(s) shall be issued by the United States Treasury or insurance carriers approved and authorized to do business in this Agreementthe State of Florida, including and who must have a rating of no less than “excellent” by X.X. Xxxx or as mutually agreed upon by the provisions CITY and SELF. All such insurance policies may not be modified or terminated without the express written authorization of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnityCITY.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Seller agrees to indemnify and hold Buyer harmless from all liability that may result from any claim, action, or suit by any person, based on any alleged injury to or death suit by any person or damage to or loss of any property that may occur or that may be alleged to have been caused by the Seller in the course of performance of the Order by the Seller. The Seller shall indemnifypay all charges of U.S. attorneys in connection therewith. The Seller shall satisfy and discharge the same without cost or expense to Buyer shall any judgement be rendered against Buyer in any such action or actions. However, defendthis indemnity shall not apply to claims actions, or suits resulting from Xxxxx’s negligence. 2. Seller shall maintain adequate insurance coverage, to include errors and omissions, as necessary under this Order. In no event shall Buyer be liable, whether foreseeable or unforeseeable, in contract or tort, for any direct, indirect, special or consequential damages or claims arising or resulting from Seller’s services or products purchased under this agreement. 3. In the event that Seller, its employees, agents or subcontractors enter Buyers or its customers premises for any reason in connections with this Order, Seller as well as its subcontractors and lower tier subcontractors, shall procure and maintain worker’s compensation, comprehensive general liability, bodily injury, and property damage insurance in reasonable amounts, and other such insurance as Buyer may require as stated in the contract schedule and shall comply with all site requirements. Such insurance shall be written through a licensed carrier with a financial rating of no less than A-, in respective state of operation and shall meet all legal minimum requirements of same state. Seller shall indemnify and hold harmless University Buyer, its officers, employees, and agents, from any and all losses, costs, claims, causes of action, damages, liabilities, and expenses, including (but not limited to) attorney’s fees, all expenses of litigation and settlement, and court costs, by reason of property damage or personal injury to any person caused in whole or in part by the actions or omissions of the Seller, its Regents, officers, employees, agents, and representatives suppliers, or subcontractors at any tier. Seller shall provide Buyer thirty (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties30) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and days advanced written notice prior to the extent such Losses are caused by effective date of any cancellation or result from (1) change in the negligent acts term or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor coverage of any of Seller’s required insurance. If requested, Seller shall send Certificate of Insurance showing Seller’s compliance with these requirements. Seller shall name Xxxxx as an additional insured for the provisions duration of this Agreement; or (3) willful misconduct by Indemnitororder. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Seller shall defend, indemnify, defend, and hold harmless University Buyer and its Regents, officers, employeesXxxxx’s affiliates, agents, and representatives (collectivelycustomers from any and all damages, “Indemnitee”), against all liability, demandsliabilities, claims, costslosses, damagessuits, injury including deathlegal actions, settlementsinvestigations, or any threat of the same, and expenses (any costs incurred in connection therewith, including without limitationbut not limited to, interest attorney fees and penalties) incurred by Indemnitee (“Losses”) litigation expenses, arising out of the performance or related to an Agreement or any breach by Seller of services or Consultants other obligations under this Agreement, or which may result in any way from any accident, injury, libel, or property damage, including but only in proportion not limited to and response or remedial action costs associated with damage to the extent such Losses are caused environment or to natural resources, by reason of any act or result from (1) the negligent acts or omissions of Consultantomission by Seller, its officers, agents, employees, or subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such defense costs ariseclaim to Seller to defend using legal counsel acceptable to Xxxxx, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (cii) willful misconduct. 3defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense. Consultant In either case Seller shall indemnify, defend, indemnify and save hold Buyer harmless Indemnitee from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Buyer’s prior written consent. Seller shall maintain worker’s compensation and occupational disease insurance, public liability, contractual liability, property damage, product’s liability, employee’s liability and compensation insurance and motor vehicle liability (personal injury and property damage) insurance in reasonable amounts to protect Seller and Buyer from the aforesaid risks. Upon Buyer’s request, Seller shall supply Buyer with certificates of such insurance which shall provide that such insurance shall not be altered or cancelled without thirty (30) days’ prior written notice to Buyer. Seller will defend, indemnify and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any loss, costdamages, expenseor costs arising from or caused in any way by any actual violation of any federal, royaltiesstate, claims for damages or liabilitylocal law, ordinance, rule, or regulation, or failure by the Seller to (i) have any chemical substances sold hereunder included in law the list of approved chemical substances published by the Environmental Protection Agency pursuant to the Toxic Substances Control Act; or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise (ii) provide a completed Material Safety Data Sheet (OSHA Form 20 or be set up equivalent) for any infringement (chemical substances sold hereunder as required by any federal, state or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable local law, including without limitationordinance, the right to implied indemnityrule or regulation.

Indemnification and Insurance. A. INDEMNIFICATION 1a) To the fullest extent permitted by law, LASAN and METABOLIC STUDIO agree to save, indemnify, defend, and hold one another harmless from any and all liability, claims, suits, actions, arbitration proceedings, administrative proceedings, and regulatory proceedings, losses, expenses, or any injury or damage of any kind whatsoever, whether actual, alleged or threatened, attorney fees, court costs, and any other costs of any nature without restriction incurred in relation to, as a consequence of, or arising out of, the performance of this AGREEMENT, and attributable to the negligence of such indemnifying PARTY. Consultant Following a determination of the percentage of fault and or liability by agreement between LASAN and METABOLIC STUDIO or a court of competent jurisdiction, the PARTY responsible for liability to the other will indemnify the other PARTY to this AGREEMENT for the percentage of liability determined. Notwithstanding any other provision of this agreement, METABOLIC STUDIO shall indemnify, defend, and hold harmless University LASAN and its Regents, officers, employees, agents, respective officers and representatives (collectively, “Indemnitee”), employees from and against all liabilityany claims, demands, claims, costsliability, damages, injury including death, settlements, costs and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equityexpenses, including, without limitation, attorney feesfees and costs of litigation and claims involving bodily injury, court costs, and other litigation expenses that may at any time arise death or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right personal injury of any person or entity in consequence property damage of any nature whatsoever, arising out of the use operation and/or maintenance performed by Indemnitee LASAN of the PROJECT. This indemnification shall apply except to the extent that the claims, demands, liability or damages arise from the negligence, recklessness or willful misconduct of LASAN or its respective officers, employees, agents contractors or subcontractors. Likewise, notwithstanding any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance other provision of this Agreement. 4. Nothing in this Agreementagreement, including the provisions of this Article VLASAN shall indemnify, shall constitute a waiver or limitation of defend, and hold harmless METABOLIC STUDIO and its respective officers and employees from and against any rights which Indemnitee may have under applicable lawclaims, including demands, liability, damages, costs and expenses, including, without limitation, attorney fees and costs of litigation and claims involving bodily injury, death or personal injury of any person or property damage of any nature whatsoever, arising out of the right operation and maintenance by LASAN of the PROJECT. This indemnification shall apply except to the extent that the claims, demands, liability or damages arise from the negligence, recklessness or willful misconduct of METABOLIC STUDIO or its respective officers, employees, agents contractors or subcontractors. LADWP does not assume any financial or other obligations under this AGREEMENT. LADWP does not give any PARTY any indemnity of any kind in connection with this AGREEMENT or the work performed hereunder, and no such indemnity shall be implied indemnityby the terms of this AGREEMENT, the conduct of the PARTY, the relationship of the PARTIES or otherwise. b) During the term of this AGREEMENT and without limiting METABOLIC STUDIO’S indemnification of LASAN and LADWP, METABOLIC STUDIO shall provide and maintain at its own expense a program of insurance having the coverage and limits customarily carried and actually arranged, but not less than the amounts and types listed on the Required Insurance and Minimum Limits sheet (Form General 146 in Exhibit D hereto), covering the City of Los Angeles, as well as its operations hereunder. Such insurance shall conform to requirements established by the CITY CHARTER, ordinance or policy, shall comply with the Insurance Contractual Requirements (Form General 133 in Exhibit D hereto) and shall otherwise be in a form acceptable to the Office of the City Administrative Officer, Risk Management. METABOLIC STUDIO shall comply with all Insurance Requirements shown on Exhibit D, which is hereby incorporated by reference and made a part of this AGREEMENT.

Indemnification and Insurance. A. INDEMNIFICATION 1a. Contractor shall at all times keep AURA free and clear from all claims, liens, and encumbrances asserted by any person or other entity for any reason whatsoever arising from the furnishing of goods and services under this Agreement. Consultant To the fullest extent permitted by law, Contractor shall indemnify, defend, defend and hold harmless University and AURA, its Regentsdirectors, officers, employees, agents, representatives and representatives affiliates (collectively, hereinafter collectively referred to as “IndemniteeIndemnified Parties”), from and against any and all liabilityclaims, demands, claimsactions or causes of action, costs, damages, injury including deathliabilities, settlementsinjuries, and expenses (including without limitationexpenses, interest and penalties) incurred by Indemnitee or losses of any nature whatsoever to which any of the Indemnified Parties may become subject under any theory of liability whatsoever (“LossesClaims”) arising out insofar as such Claims (or actions in respect hereof) arise from, are connected with or are related to: (i) any inaccuracy in or breach of any of Contractor’s representations and warranties set forth in this Agreement; and the performance of services or Consultants other obligations work performed under this Agreement. (ii) any intentional misconduct, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts acts, errors, mistakes or omissions of ConsultantContractor, its officers, agents, employees, subcontractors, subconsultants, agents or any person tier of subcontractor in performing the obligations and the work covered by this Professional Services Agreement. To the fullest extent permitted by law, AURA shall be responsible for its own negligent acts, omissions and mistakes, and that of its employees and sub-consultants. Although Contractor shall defend AURA, in the event of a final determination of joint negligence or entity for whom Consultant is responsible (collectivelyother breach of duty between Contractor and AURA, “Indemnitor”); (2) Contractor’s total indemnity liability to AURA shall be the breach by Indemnitor percentage determined to be Contractor’s share of any liability. Every obligation of this indemnification paragraph shall survive the completion of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) services hereunder and the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance termination of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. 5 A. INDEMNIFICATION 6 1. Consultant To the fullest extent permitted by applicable law, CONSULTANT agrees to and shall indemnify, defend, defend and 7 hold harmless University the County of Riverside, its Agencies, Districts, Departments and its RegentsSpecial Districts, their 8 respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents, 9 volunteers and representatives (collectively, “Indemnitee”), against hereinafter individually and collectively referred to as "Indemnitees") from 10 all liability, demandsincluding, but not limited to loss, suits, claims, costsdemands, damagesactions, injury including deathor proceedings caused by any 11 alleged or actual acts, settlementsomissions, and expenses (including without limitationor willful misconduct of CONSULTANT, interest and penalties) incurred by Indemnitee (“Losses”) its directors, officers, partners, 12 employees, agents, subconsultants or representatives or any person or organization for whom 13 CONSULTANT is responsible, arising out of or from the performance of services or Consultants other obligations under this Agreement, but only in proportion . In 14 no event shall the cost to and defend charged to the extent such Losses are caused by or result from (1) CONSULTANT exceed the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor.CONSULTANT’s proportionate 16 2. The indemnification obligations duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 17 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the duty 18 to indemnify for the specific act adjudged by the findings of a court of competent jurisdiction to be negligence 19 of the Indemnitees, and will not preclude a duty to indemnify for any negligence, recklessness, or willful 20 misconduct of CONSULTANT. 21 3. To the fullest extent permitted by applicable law, CONSULTANT shall defend and pay, at its sole expense, 22 all costs and fees, including but not limited to attorney fees, cost of investigation, and defense, in any loss, 23 suits, claims, demands, actions, or proceedings based or alleged to be based on any negligence, 24 recklessness, or willful misconduct of CONSULTANT arising out of or from the performance of services 25 under this Article V shall not be limited by Agreement. The duty to defend applies to any assertion alleged or finding that (1) the person or entity indemnified is liable by reason of non-delegable dutyactual negligence, recklessness, or (2) the Losses were caused in part by the negligence of, breach 26 willful misconduct of contract by, or violation of law by IndemniteeCONSULTANT. The obligation duty to defend shall arise regardless of any claim apply whether or assertion that Indemnitee caused or contributed not CONSULTANT is a 27 party to the Losses. Indemnitor’s reasonable defense costs (including attorney lawsuit, and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except apply whether or not CONSULTANT is directly liable to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor plaintiffs in the performance 29 the negligent act, error or omission at issue was caused by the sole active negligence of this AgreementIndemnitees. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant 8.1 SPONSOR shall indemnify, defend, defend and hold harmless University Investigator, Study Personnel and Institution, its medical affiliates, and its Regentsand their directors, officerstrustees, employees, agents, and representatives officers (collectively, “Indemnitee”the "Indemnitees"), from and against all liabilityany costs, demands, claims, costslosses, damages, injury including deathreasonable attorneys’ fees, settlementsresulting from claims, and expenses legal proceedings or causes of actions by any third party(ies) (including without limitationcollectively, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement"Claims"), but only in proportion to and to the extent such Losses are caused Claims arise directly from SPONSOR’s use of the Study Data and results or due to any breach by SPONSOR of any laws. 8.2 SPONSOR’s obligations in Section 8.1 above will not apply, and SPONSOR will not be liable for any Claim, to the extent it is attributable to: 8.2.1 The failure of any Indemnitee to adhere to the terms of the Protocol or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultantsthis Agreement, or to comply with applicable law; and/or 8.2.2 Any negligent or wrongful act or omission, or willful malfeasance, of any person or entity for whom Consultant is responsible Indemnitee. 8.3 Furthermore, Sponsor shall have no obligation to indemnify pursuant to the foregoing unless (collectively, “Indemnitor”)i) Indemnitees promptly notify SPONSOR in writing of any Claims; (2ii) Indemnitees cooperate fully in the breach by Indemnitor of any handling thereof; and (iii) SPONSOR has sole control of the provisions disposition of this Agreement; such Claim including choice of counsel, any investigation, trial, defense or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V settlement provided that no settlement shall include an admission of liability on the part of the Indemnitees without the Indemnitee's prior written consent where such consent shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconductunreasonably withheld. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant 12.1 Distributor shall indemnify, defend, indemnify and hold harmless University Manufacturer from and its Regentsagainst any and all losses, officersliabilities, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, damages and expenses (including without limitationreasonable attorney's fees and expenses) which it may incur or be obligated to pay in any action, interest and penalties) incurred claim or proceeding against it, for or by Indemnitee (“Losses”) arising out reason of the any negligence or misconduct by Distributor or any of its agents or employees in connection with Distributor's performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the . The provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification Section and Distributor's obligations under this Article V hereunder shall not be limited by survive any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance termination of this Agreement. 412.2 Except to the extent Manufacturer is entitled to be indemnified by Distributor pursuant to Section 12.1 hereof, Manufacturer shall indemnify and hold harmless Distributor from and against any and all losses, liabilities, damages and expenses (including reasonable attorney's fees and expenses) which it may incur or be obligated to pay in any action, claim or proceeding against it arising out of or relating to the manufacture, distribution, promotion, sale or use by End-Users of the Products distributed by Distributor hereunder. Nothing The provisions of this Section and Manufacturer's obligations hereunder shall survive any termination of this Agreement. 12.3 Manufacturer shall indemnify and hold harmless Distributor and its directors, officers, employees and agents from and against any and all losses, liability, damages and expenses (including reasonable attorney's fees and expenses) which any of them may incur or be obligated to pay in any action, claim Or proceeding against any of them for infringement of any other person's patent rights, trademark rights or other proprietary rights, but only where such action, claim or proceeding results from the activities of Distributor contemplated by this Agreement conducted in accordance with the terms of this Agreement. Distributor shall give Manufacturer prompt written notice of any such claim or action and thereupon Manufacturer shall undertake and conduct the defense of any suit so brought. Distributor shall have the right to participate in the defense of any such claim or action at its expense through counsel of its choosing. In the event appropriate action is not taken by Manufacturer within 10 days of its receipt of notice from Distributor or Manufacturer fails to diligently pursue the defense of such claim thereafter, Distributor shall have the right to defend such claim or action in such claim thereafter of any such claim or action may be its own name, but no settlement or compromise made without prior written approval of Manufacturer (which approval shall not be unreasonably withheld or delayed). In either case, Manufacturer and Distributor shall keep each other fully advised of all developments and shall cooperate with each other in all respects in connection with any such defense as is made. The provisions of this Section and Manufacturer's obligations hereunder shall survive any termination of this Agreement. 12.4 Commencing on or before the date on which Manufacturer first ships Products to Distributor hereunder, Manufacturer shall obtain and maintain at least $2 million of products liability insurance coverage with respect to the Products distributed by Distributor hereunder, with a deductible per occurrence of no more than the customary deductible for products liability insurance in the electronics/ computer industry, but in any event no more than $15,000, at Manufacturer's expense, and shall cause Distributor to be named as an additional named insured on the policy under which such insurance is provided. Manufacturer shall maintain "tail" insurance coverage, of the same type, amount and deductible as it is required to maintain during the term of this Agreement, including the provisions for a period of two years after termination of this Article V, shall constitute a waiver or limitation of Agreement for any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnityreason whatsoever.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall To the fullest extent permitted by law, Seller agrees to indemnify, defend, save harmless and hold harmless University defend Buyer and its Regentsaffiliated companies, their directors, officers, employees, agentsagents and customers (“Indemnitees”) from and against any loss, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsliabilities, costs, damagesexpenses, injury suits, actions, claims and all other obligations and proceedings, including death, settlementswithout limitation all judgments rendered against, and expenses (including without limitationall fines and penalties imposed upon, interest Indemnitees and penalties) incurred by Indemnitee all attorney's fees and any other cost of litigation (“LossesLiabilities”) arising out of a breach hereof, warranty claims, product recall claims, product liability claims, injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable lawSeller, including without limitation, breach of contract, breach of warranty or product liability; provided, however, that Seller's obligation to indemnify Buyer shall not apply to any liabilities solely arising from Buyer's negligence. Xxxxxx agrees to indemnify, save harmless and defend Indemnitees from and against all Liabilities arising out of actual or alleged infringement, including infringement of any patent, trademark or copyright relative to the goods. B. At Seller’s own cost, Seller shall procure and maintain policies of insurance with reputable insurers with AM Best Company’s or similar which have a financial rating of not less than “A- :VII” or “Excellent” or the equivalent from a reputable rating agency (such as Standard and Poor’s). The policies of insurance shall be written on an occurrence basis or on a claims made basis in which event insurance shall be maintained during the term of this Agreement. The Seller shall maintain insurance coverage in amounts not less than the following: (a) Worker's Compensation – Statutory Limits for the state or states in which this Agreement is to be performed (or evidence of authority to self-insure); (b) Employer's Liability – $1,000,000; (c) Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and (d) Automobile Liability (including owned, non-owned and hired vehicles) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage). All insurance shall apply separately to each insured and additional insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. The Seller’s insurance coverage is primary and non- contributory to that of Xxxxx’s. The Seller must cover Buyer, its parent, subsidiaries and affiliates and their respective officers, directors, and employees as additional insureds and listed on the executed Certificate of Insurance. All insurance coverages shall include a waiver of subrogation in favor of Xxxxx, its parents, subsidiaries and affiliates and their respective officers, directors and employees. Upon the execution and agreement of this document, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance maintained by Seller. Such certificates shall provide that Buyer will receive 30 days prior written notification from the insurer of any termination or reduction in the amount or scope of coverages. Renewal certificates, as required, shall be forwarded to Buyer until the Seller completes the work as specified in this Agreement. Seller's purchase of insurance coverage and the furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Agreement. In the event of Seller's breach of this provision, Buyer shall have the right to implied indemnitycancel the undelivered portion of any goods or services covered by this Agreement and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a) To the fullest extent permitted by law, Contractor shall indemnify, defend, defend and hold harmless University MassTech and its Regents, officers, employees, agentssuccessors and assigns, and representatives (collectivelyall of its officers directors, “Indemnitee”)lenders, shareholders, beneficial owners, trustees, partners, affiliates, agents and employees from and against any and all liabilityclaims, suits, actions, judgments, demands, claimslosses, costs, damagesattorney's fees, injury including deathexpenses, settlementsdamages and liability to the extent caused by, and expenses (including without limitationresulting from, interest and penalties) incurred by Indemnitee (“Losses”) or arising out of the performance (i) any breach of services this Agreement or Consultants other obligations false representation of Contractor under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1ii) the any negligent acts or omissions or reckless or intentional misconduct of ConsultantContractor or any of Contractor's agents, its officers, agentsdirectors, employees, employees or subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2iii) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages tangible personal property damage, bodily injury or liability, in law death resulting from Contractor’s actions or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of inactions under this Agreement. 4. Nothing b) Contractor shall promptly advise MassTech in writing of any action, administrative or legal proceeding or investigation as to which this Agreementindemnification may apply, including and the provisions of this Article VContractor, at Contractor's expense, shall constitute a waiver assume on behalf of MassTech and conduct with due diligence and in good faith the defense of such action, proceeding or limitation of any rights which Indemnitee may investigation, with counsel satisfactory to MassTech; provided, however, that MassTech shall have under applicable law, including without limitation, the right to implied indemnitybe represented by advisory counsel of its own selection and at its own expense; and, provided, further, that if the defendants in any such action include both Contractor and MassTech, and if MassTech shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to Contractor, MassTech shall have the right to select separate counsel to participate in the defense of such action on its own behalf at Contractor's expense. The obligations of Contractor under this subsection shall survive the expiration of the Agreement. c) Contractor shall, at its own expense, procure and maintain in effect through the term of this Agreement insurance coverage for its activities under this Agreement of the type at the levels specified in this Section, which shall protect the Contractor and MassTech against all claims, losses or expenses resulting from alleged, adjudicated or statutory liability for injury to persons or damage to property arising out of or in connection with the Contractor's performance of the work. The insurance required by this Section shall include all major divisions of coverage, and shall be on a comprehensive general basis including Premises and Operations (including-C-U), Owner's and Contractor's Protective, Products and Completed Operations, and Owned, Nonowned, and Hired Motor Vehicles. d) All insurance shall be written on an occurrence basis, unless MassTech approves in writing coverage on a claims-made basis. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the work until date of final payment and termination of any coverage required to be maintained after final payment. MassTech shall be added as an Additional Insured on all policies. e) The insurance required shall be written for not less than the following, or greater if required by law:

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant 5.1 Inspire shall indemnify, defend, indemnify and hold harmless University and ORA, its Regentsofficers, officersdirectors, employees, agents, successors, or assigns (collectively “ORA Indemnitees”) harmless from and representatives (collectively, “Indemnitee”), against all liability, demandsany liabilities, claims, costsactions, damagesloss, injury damage or expense (including death, settlements, reasonable attorneys’ fees and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”of litigation) arising directly out of the performance proper administration or use of services the Product (which is manufactured and/or provided by Inspire) in accordance with the Protocol during the course of the Services. Inspire’s indemnification shall not apply to any liability, damage, loss, or Consultants other obligations expense to the extent that it is attributable to the ORA Indemnitees’, the Investigator’s or Institution’s: (A) failure to adhere to terms of the Protocol, (B) failure to adhere to Inspire’s written instructions related to the use of the Product as required under this Agreement; (C) failure to comply with applicable local, but only in proportion state, or federal laws and regulations related to ORA’s, the Investigator’s or the Institution’s (as the case may be) obligations or conduct under this Agreement; or (D) negligence or willful malfeasance, misfeasance or nonfeasance. 5.2 ORA shall defend, indemnify and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultanthold Inspire, its officers, agentsdirectors, employees, subcontractorsagents, subconsultantssuccessors, or assigns (collectively “Inspire Indemnitees”) harmless from and against any person liabilities, claims, actions, loss, damage or entity expense (including reasonable attorneys’ fees and expenses of litigation) arising from any bodily injury sustained, including death, and/or for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor damage to or loss of any property incurred during or as a result of ORA’s, its officers’, directors’, agents’, or employees’, the provisions of this Agreement; Investigators’, the Institutions’ or ORA’s agents’ (3i) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion acts, omissions, and/or performance or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract bycompliance under, or violation of law by Indemniteethis Agreement or the Protocol; (ii) negligence or willful misconduct or omissions; (iii) non-compliance or violation of any applicable local, state or federal law(s), rule(s), or regulation(s), including, but not limited to, applicable FDA regulations and other governmental requirements; and [c.i.]. 5.3 The indemnified party agrees: (A) To notify the indemnifying party promptly in writing of any complaint, claim or injury relating to any loss that may be subject to the indemnification herein; (B) That the indemnifying party has control over the defense and settlement of any such complaint or claim(s); provided that, except in the case of the payment of Note: Certain portions of this document have been marked “[C.I.]” to indicate that confidential treatment has been requested for this confidential information. The obligation confidential portions have been omitted and submitted separately to defend the Securities and Exchange Commission money to settle a claim, the indemnifying party may not settle any such complaint or claim(s) in any manner affecting the indemnified party’s rights without the indemnified party’s prior written consent, which consent shall arise regardless not be unreasonably withheld; and (C) That the indemnifying party shall have the right to select defense counsel and to direct the defense or settlement of any such claim or suit. 5.4 The indemnifying party shall provide a defense against or settlement of any claims brought or actions filed with respect to the subject of the indemnity contained herein in the sole discretion and manner as determined by the indemnifying party. In the event that the indemnifying party obtains a monetary settlement amount, the indemnifying party shall have the right to compensation from such settlement amount for costs, including attorney’s fees and court costs, incurred in defending against such claim. 5.5 The indemnified party, its employees and agents shall reasonably cooperate with the indemnifying party and its legal representatives in the investigation and defense of any claim or assertion that Indemnitee caused suit covered under this Agreement. In the event a claim or contributed action is or may be asserted, the indemnified party shall have the right to select and to obtain representation by separate legal counsel. If the Losses. Indemnitor’s reasonable defense indemnified party exercises such right, all fees, costs (including attorney and expert fees) expenses incurred in providing a defense by the indemnified party for Indemnitees such separate counsel shall be reimbursed borne by University except to the extent such indemnified party, and the indemnifying party shall reasonably cooperate with the indemnified party and its legal representatives in the investigation and defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; such claim or (c) willful misconductaction. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in 5.6 Each party will maintain during the performance of this Agreement. 4. Nothing Agreement a policy or policies of insurance at levels sufficient to support the indemnification obligations in this Agreement. This includes broad form contractual liability and product liability with respect to personal injury, including bodily injury and property damages. Each party shall maintain such insurance during the provisions term of this Article V, Agreement and thereafter for [c.i.]. Each party shall constitute a waiver or limitation give the other party at least [c.i.] notice of any rights which Indemnitee may cancellation or termination in such insurance. ORA shall have under applicable law[c.i.] from the date of this Agreement to [c.i.], including without limitationORA shall, at its own cost and expense, obtain and maintain in full force and effect, the right following insurance during the term of this Agreement and for a period of [c.i.] thereafter: (i) Workers’ Compensation Insurance in accordance with the applicable statutory requirements of the state in which the Services are to implied indemnitybe performed; (ii) Employers Liability Insurance with minimum coverage of [c.i.]; and (iii) Comprehensive General Liability Insurance including a products liability coverage endorsement, covering all of ORA’s operations under this Agreement including broad contractual liability coverage, with minimum coverage of [c.i.] per occurrence, and [c.i.] in the aggregate. 5.7 Inspire shall indemnify the Investigator and the Institution and the applicable IRB for such Institution for loss or damage caused by a Product by entering into an indemnification agreement with such the Investigator and the Institution or applicable IRB (as applicable) on terms to be negotiated in Inspire’s sole discretion as between Inspire and such Investigator and Institution or applicable IRB. Note: Certain portions of this document have been marked “[C.I.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and submitted separately to the Securities and Exchange Commission 5.8 [c.i.].

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) SELLER shall indemnify, defend, and hold harmless University CUSTOMER and its Regentsaffiliates, officers, agents, and employees, from all claims, suits, actions, demands, damages, liabilities, expenses (including fees and disbursements of counsel), judgements, settlements and penalties of every kind based on (i) personal injury, death, or property damage to the extent any of the foregoing is proximately caused by either any defective PRODUCT provided by SELLER, its officers, employees, subcontractors or agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred or by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent or willful acts or omissions of ConsultantSELLER, its officers, employees, subcontractors or agents, or (ii) strict liability in tort or product liability of any other kind in connection with any PRODUCT provided by SELLER, its officers, employees, subcontractorssubcontractors or agents or the use, subconsultantsresale or distribution of any such PRODUCT by CUSTOMER. The foregoing indemnity, to the extent permitted by law, shall apply in the case of all claims that arise from the negligence, misconduct or other fault of CUSTOMER, provided, however, that if a claim is the result of the joint negligence, joint misconduct, or any person or entity for whom Consultant is responsible (collectivelyjoint fault of SELLER and CUSTOMER, “Indemnitor”); (2) the breach by Indemnitor of any amount of the provisions claim for which CUSTOMER is entitled to indemnification shall be limited to that portion of such claim that is attributable to the negligence, misconduct or other fault of SELLER. The obligations of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V provision are in addition to SELLER obligation to provide insurance and shall not be limited by any assertion limitation on the amount or finding type of damages, compensation or benefits payable by SELLER under the Worker's Compensation Acts, Longshoremen and Harborworker's Act, Disability Benefits Act or any other employee benefit act. (b) CUSTOMER shall promptly notify SELLER in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, SELLER shall assume the defense of such claim with counsel reasonably satisfactory to CUSTOMER. If SELLER fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to CUSTOMER, or if, in the reasonable judgement of CUSTOMER, a direct or indirect conflict of interest exists between the parties with respect to the claim, then CUSTOMER shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of SELLER. Notwithstanding the above, if CUSTOMER in its sole discretion so elects, CUSTOMER may also participate in the defense of such actions by employing counsel at its own expense, without waiving SELLER's obligations to indemnify or defend. SELLER shall not settle or compromise any claim or consent to the entry of any judgement without the prior written consent of CUSTOMER and without an unconditional release of all liability by each claimant or plaintiff to CUSTOMER. Such consent shall be timely given and shall not be reasonably withheld. (c) SELLER agrees to maintain during the term all insurance or bonds required by law or this Agreement, including, but not limited to (i) Workers Compensation and related insurance as prescribed by the law of the state in which SELLER's services are performed or PRODUCT are delivered; (ii) employer's liability insurance with limits of at least five hundred thousand dollars ($500,000) for each occurrence, and (iii) comprehensive general liability insurance including Services liability, and, if the use of motor vehicles is required, comprehensive motor vehicle liability insurance, each with limits of at least two million dollars ($2,000,000) for combined single limit for bodily injury, including death, and/or property damage. SELLER shall cause CUSTOMER to be included as an additional insured under said policies (as "GTE Corporation and its affiliates and subsidiaries") and CUSTOMER's coverage under such policies shall be primary. SELLER shall waive its rights of subrogation against CUSTOMER for Workers' Compensation claims. SELLER shall, prior to rendering such SERVICES, furnish certificates or evidence of the foregoing insurance indicating the amount and nature of such coverage, the expiration date of each policy, and stating that no material change or cancellation of any such policy shall be effective unless thirty (30) days' prior written notice is given to CUSTOMER. (d) All work performed under this Agreement by any party shall be performed as an independent contractor and not as an agent of any other party. Persons furnished by the respective parties shall be solely the employees or agents of such parties, respectively, and shall be under the sole and exclusive direction and control of such parties. They shall not be considered employees of the other party for any purpose. Each party shall be responsible for compliance with all laws, rules and regulations involving their respective employees or agents, including (but not limited to) employment of labor, hours of labor, health and safety, working conditions and payment of wages. Each party shall also be responsible, respectively, for payment of taxes, including federal, state, and municipal taxes, chargeable or assessed with respect to its employees or agents, such as social security, unemployment, worker's compensation, disability insurance and federal and state income tax withholding. (e) The parties expressly agree and understand that SELLER's liability shall in no event exceed ********** dollars ($*********) for any one (1) occurrence, whether the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, arises under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including in contract, tort or otherwise. Such limitation does not apply to loss or claims arising from death, personal injury or damage to real or tangible personal property or to claims of infringement. (d) The Agreement is hereby amended to include Section 48, CENTURY COMPLIANCE. "SELLER agrees to the provisions terms and conditions as listed in Exhibit L, CENTURY COMPLIANCE". (e) Exhibit A(2), GTE AFFILIATED ENTITIES, as amended in Amendment Number 7 dated January 1, 1996, is deleted in its entirety and replaced with a new Exhibit A(3), GTE AFFILIATED ENTITIES, included as Attachment I to this Amendment. (f) Exhibit B(3), SUPPLIER PRODUCT(S), as amended in Amendment Number 7, is deleted in its entirety and replaced with a new Exhibit B(3), SUPPLIER PRODUCT(S), included as Attachment 11 to this Amendment. (g) This Agreement is hereby amended to add Exhibit L, CENTURY COMPLIANCE, included as Attachment III to this Amendment. (h) Attachment E(2), HARDWARE AND SOFTWARE MAINTENANCE (1996), of Exhibit J, GTE PRODUCT(S) SERVICES AND SUPPORT REQUIREMENTS, as amended in Amendment Number 7 dated January 1, 1996, is deleted in its entirety and replaced with a new Attachment E(3), HARDWARE AND SOFTWARE MAINTENANCE (1997), included as Attachment IV to this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.Amendment:

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) From and after the Effective Time, to the fullest extent permitted under applicable Laws, Parent shall, and shall indemnifycause the Surviving Entity to, defend, (i) indemnify and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and any reasonable costs or expenses (including without limitationreasonable attorneys’ fees and all other reasonable costs, interest expenses and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert experts’ fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney feestravel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding, including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Person), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement (including all interest, assessments and other litigation charges paid or payable in connection with or in respect of any thereof) in connection with any actual or threatened Proceeding, and, upon receipt by Parent of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified, provide advancement of expenses with respect to each of the foregoing to, all Indemnified Persons and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the General Partner immediately prior to the Effective Time, and ensure that may the Organizational Documents of the Partnership and the General Partner or any of their respective successors or assigns, if applicable, shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of the Partnership and the General Partner than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.7(a) shall not be amended, repealed, terminated or otherwise modified at any time arise in a manner that would adversely affect the rights of such Indemnified Person as provided herein, and shall be enforceable by such Indemnified Person and their respective heirs and Representatives against Parent, the Partnership and the General Partner and their respective successors and assigns. (b) The Surviving Entity shall maintain in effect for a period of six years following the Effective Time the Partnership’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to Indemnified Persons (provided, that the Surviving Entity may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions that are no less favorable to the Indemnified Persons); provided, however, that in no event shall the Surviving Entity be set up required to expend pursuant to this Section 6.7(b) more than an amount per year equal to 300% of current annual premiums paid by the Partnership for any infringement such insurance (the “Maximum Amount”). In the event that, but for the proviso to the immediately preceding sentence, the Surviving Entity would be required to expend more than the Maximum Amount, the Surviving Entity shall obtain the maximum amount of such insurance as is available for the Maximum Amount. If the Partnership in its sole discretion elects, then, in lieu of the obligations of the Surviving Entity under this Section 6.7(b), the Partnership may (but shall be under no obligation to), prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged infringementto have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Persons in their capacity as such; provided, that in no event shall the cost of such policy exceed the Maximum Amount. (c) The rights of any patentIndemnified Person under this Section 6.7 shall be in addition to any other rights such Indemnified Person may have under the Parent Organizational Documents, copyrightthe Organizational Documents of each of the Partnership, trade secretthe General Partner, trade name, trademark the Surviving Entity or any other proprietary right Subsidiary of Parent or the Partnership, any person indemnification agreements, or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified DLLCA or depicted) supplied by Indemnitor in the performance of this Agreement. 4DRULPA. Nothing in this Agreement, including the The provisions of this Article V, Section 6.7 shall constitute a waiver or limitation survive the consummation of any rights which Indemnitee may have under applicable law, including without limitationthe transactions contemplated by this Agreement and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and Representatives. If Parent, the right Surviving Entity and/or the General Partner, or any of their respective successors or assigns (i) consolidates with or merges into any other Person, or (ii) transfers or conveys all or substantially all of their businesses or assets to implied indemnityany other Person, then, in each such case, to the extent necessary, a proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity and/or the General Partner shall assume the obligations of Parent, the Surviving Entity and the General Partner set forth in this Section 6.7.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Tenant shall indemnify, defend, indemnify and hold harmless University Landlord and its Regents, officers, employees, agents, will defend Landlord from and representatives (collectively, “Indemnitee”), against any and all liability, demands, claims, costsactions, damages, liability and expense, including reasonable attorneys’ and other professional fees, in connection with loss of life, personal injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) or damage to property arising from or out of the performance occupancy or use by Tenant of services the Premises or Consultants any part thereof or any other obligations under this Agreementpart of the Building, but only occasioned wholly or in proportion to and to the extent such Losses are caused part by an act or result from (1) the negligent acts or omissions omission of ConsultantTenant, its licensees, invitees, officers, agents, contractors or employees, subcontractors, subconsultants. Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, or its or their property, and Tenant hereby releases Landlord from any person claims for damage, personal injury or entity for whom Consultant is responsible (collectivelyloss of life caused by the breaking, “Indemnitor”); (2) bursting, stoppage or leakage of electrical cable wires, water, gas, sewer, or steam pipes, or the breach by Indemnitor of any leaking of the provisions roof or exterior wall of the Building, or the seepage or flooding of ground or storm water into the Building. To the maximum extent permitted by law, Tenant agrees to use and occupy the Premises at Tenant’s own risk. Landlord shall be responsible for its own gross negligence and intentional misconduct, and for the gross negligence and intentional misconduct of its agents, and this paragraph in no way absolves the Landlord from liability for or from its gross negligence, the gross negligence of its agents, its intentional misconduct or the intentional misconduct of its agents. B. At all times during the term of this Agreement; or , Tenant shall procure and keep in force, at its expense: (3i) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and commercial general liability insurance insuring Tenant on an occurrence basis against all loss, cost, expense, royalties, claims and demands for damages or liability, in law or in equity, personal injury liability (including, without limitation, attorney feesbodily injury, court costssickness, disease and death) or damage to property which may be claimed to have occurred from and after the time Tenant enters the Premises of not less than Four Hundred Thousand Dollars ($400,000) per occurrence for causes of action pursuant to the Maine Tort Claims Act, and other litigation expenses that may at any will be increased from time arise or be set up for any infringement (or alleged infringement) of any patentto time, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence if required to meet the maximum coverage provisions of the use by Indemnitee of any documents Maine Tort Claims Act, as it may be amended, and not less than One Million Dollars (including any method, process, product, concept specified or depicted$1,000,000) supplied by Indemnitor per occurrence and Two Million Dollars ($2,000,000) in the performance aggregate for causes of this Agreement. 4action pursuant to federal law or State law for which immunity is not provided under the Maine Tort Claims Act; (ii) all-risk casualty insurance, written at replacement cost value and with replacement cost endorsement, covering all of Tenant's personal property in the Premises; and (iii) if and to the extent required by law, worker's compensation or similar insurance in form and amounts required by law. Nothing in this AgreementAgreement is intended, including the provisions of this Article Vor shall be construed, shall to constitute a waiver of any defense, immunity or limitation of any rights which Indemnitee liability that may have under applicable be available to Tenant, its officers, agents and employees, pursuant to the Maine Tort Claims Act or as otherwise provided by law. C. Each policy evidencing such insurance (other than worker’s compensation) shall name Landlord as an additional insured, including without limitationand Tenant shall deliver a Certificate of Insurance evidencing the amount and nature of the coverage, the expiration date of the policy and stating that the Certificate of Insurance issued to Landlord will not be cancelled or changed without prior written notice in accordance with the terms of the insurance policy. A copy of such policies, or certificates thereof, shall be deposited with Landlord by Tenant prior to the Commencement Date. D. Neither party shall be liable to the other party or their employees or agents or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure, or other tangible property, or loss of income resulting therefrom, or losses under worker's compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees. The parties hereto shall each procure an appropriate clause in, or endorsement on, any property insurance policy covering the Premises and the Building and personal property, fixtures and equipment located thereon and therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right to implied indemnityof recovery.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall To the fullest extent permitted by law, Seller agrees to indemnify, defendsave harmless and defend Buyer and its affiliated companies, and hold harmless University its and its Regentstheir directors, officers, employees, agentsagents and customers (“Indemnitees”) from and against any loss, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsliabilities, costs, damagesexpenses, injury suits, actions, claims and all other obligations and proceedings, including death, settlementswithout limitation all judgments rendered against, and expenses (including without limitationall fines and penalties imposed upon, interest Indemnitees and penalties) incurred by Indemnitee all attorneys’ fees and any other cost of litigation (“LossesLiabilities”) arising out of or relating to (ii) injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance of services Seller; (iii) breach of contract, breach of warranty or Consultants other obligations under this Agreementproduct liability by Seller or (iv) the negligence or intentional misconduct of Seller or its affiliated companies or its or their employees, but only in proportion agents or subcontractors; provided, however, that Seller’s obligation to and indemnify Buyer shall not apply to any liabilities to the extent such Losses are caused by or result arising from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2Buyer’s negligence. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation Seller agrees to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee and defend Indemnitees from and against all lossLiabilities arising out of actual or alleged infringement, costincluding infringement of any patent, expensetrademark or copyright, royalties, claims for damages by Seller. Seller shall not enter into any settlement without Buyer’s or liability, in law or in equity, includingIndemnitees’ prior written consent. The indemnification obligation under this Article shall apply, without limitation, attorney feesto all matters involving injured employees of the Seller or any supplier or subcontractor of any tier, court costsregardless of any provisions of the applicable Workers’ Compensation laws, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence particular regardless of the use exclusive remedy and/or employees’ immunity provisions of those laws, all of which are hereby expressly waived. B. At Seller’s own cost, Seller shall procure and maintain policies of insurance with reputable insurers rated not less than A-:VII by Indemnitee A.M. Best Company’s or having an equivalent rating from a reputable and nationally-recognized rating agency (such as Standard and Poor’s). The policies of any documents (including any method, process, product, concept specified insurance shall be written on an occurrence basis or depicted) supplied by Indemnitor on a claims made basis in which event insurance shall be maintained during the performance term of this Agreement. 4. Nothing Seller shall maintain insurance coverage in amounts not less than the following: (i) Worker’s Compensation – Statutory Limits for the state or states in which this Agreement, including the provisions Agreement is to be performed (or evidence of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right authority to implied indemnity.self-insure); (ii) Employer’s Liability – $1,000,000;

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (A) Contractor shall indemnify, defend, indemnify and hold harmless University Purchaser, and its Regentssubsidiaries and affiliates, and its subcontractors (if any), their respective officers, employees, agents, servants and representatives assignees, or any of them (collectively, collectively “IndemniteePurchaser Indemnitees”), against all liabilityfrom any direct or indirect loss, demandsdamage, claimsliability and expense (including reasonable attorneys fees), costson account of loss or damage to property and injuries, damages, injury including death, settlementsto all persons, including but not limited to employees or agents of Contractor, Subcontractors and the Purchaser Indemnitees, and to all other persons, arising from any occurrence caused by any negligent act or omission or willful misconduct of Contractor, Subcontractors or any of them. At Contractor’s expense, Contractor shall defend any suits or other proceedings brought against the Purchaser Indemnitees on account thereof, and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any of them, in connection therewith. Contractor shall have the right to settle any claim or litigation against which it indemnifies hereunder. Further, the Purchaser Indemnitees shall provide to Contractor such reasonable cooperation and assistance as Contractor may request to perform its obligations hereunder. (B) Purchaser shall indemnify and hold harmless Contractor, and its subsidiaries and affiliates, its Subcontractors, their respective officers, employees, agents, servants and assignees, or any of them (collectively “Contractor Indemnitees”), from any direct or indirect loss, damage (including without limitationdamage to property and injuries, interest including death), liability and penaltiesexpense (including reasonable attorneys fees) incurred by Indemnitee any third party (“Losses”including employees or agents of Purchaser and Contractor Indemnitees) and arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are from any occurrence caused by any negligent act or result from (1) the negligent acts omission or omissions willful misconduct of ConsultantPurchaser, its officers, employees, agents, employeesconsultants, subcontractorsservants and assignees. In addition, subconsultantsPurchaser shall waive any claim against and shall indemnify and hold harmless Contractor Indemnitees from any direct or indirect loss, damage (including damage to property and injuries, including death), liability and expense incurred by any third party and arising from use, operation or performance of any Spacecraft after Intentional Ignition, including as a result of modification or improvements made by Purchaser. Purchaser shall, at Purchaser’s expense, defend any suits brought against Contractor Indemnitees referred to above and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any person or entity for whom Consultant is responsible (collectivelyof them, “Indemnitor”); (2) in connection therewith. Purchaser shall have the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation right to defend shall arise regardless of settle any claim or assertion that Indemnitee caused litigation against which it indemnifies hereunder. Further, Contractor Indemnitees shall provide to Purchaser such reasonable cooperation and assistance as Purchaser may request to perform its obligations hereunder. (C) Contractor shall, at its own expense, provide and maintain insurance which shall cover all WIP (including all Purchaser’s property while in Contractor’s custody) against physical loss or contributed damage on an “all risks” property insurance basis, including coverage for the perils of flood or earthquake while in or about Contractor’s and its Subcontractors’ premises, while at other premises which may be used or operated by Contractor for construction or storage purposes, transit purposes between Contractor facilities, and upon placing a Satellite into storage. The amount of insurance shall be sufficient to cover the full replacement value of all Work. Upon request by Purchaser, Contractor will provide certificate of insurance to Purchaser. Additionally, Contractor will add Purchaser as an additional insured under the All Risks insurance as far as Purchaser’s interests may appear. The insurance may be issued with deductibles, which are consistent with Contractor’s current insurance policies. The amount of any loss up to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees value of the deductible level, or not otherwise covered by the insurance, shall be reimbursed borne by University except Contractor. In addition, Contractor shall, at its own expense, provide and maintain a Commercial General Liability Insurance Policy (“CGL Policy”) which shall cover property damage and injuries, including death, caused to third parties. Upon written request by Purchaser, Contractor will provide a certificate of insurance to Purchaser. Contractor shall use its reasonable best efforts to add Purchaser as additional insured under such CGL Policy. (D) Purchaser shall be responsible for obtaining, but shall have no obligation to obtain, launch and in-orbit insurance to protect Purchaser’s interest in the Satellites. Contractor shall provide Purchaser with relevant technical information requested for the insurance broker and underwriters relative to the extent such defense costs ariseprocurement and maintenance of, under principles and/or in support of comparative faulta claim under, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnifylaunch and in-orbit insurance, defendincluding any subsequent in-orbit insurance, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor Contractor shall assist Purchaser in the performance filing of this Agreementnotices of occurrence and of proofs of loss with its insurance broker and underwriters and in responding to questions from underwriters arising therefrom. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall To the fullest extent permitted by law, Seller agrees to indemnify, defend, save harmless and hold harmless University defend Buyer and its Regentsaffiliated companies, their directors, officers, employees, agentsagents and customers (“Indemnitees”) from and against any loss, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsliabilities, costs, damagesexpenses, injury suits, actions, claims and all other obligations and proceedings, including death, settlementswithout limitation all judgments rendered against, and expenses (including without limitationall fines and penalties imposed upon, interest Indemnitees and penalties) incurred by Indemnitee all attorney's fees and any other cost of litigation (“LossesLiabilities”) arising out of a breach hereof, warranty claims, product recall claims, product liability claims, injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable lawSeller, including without limitation, breach of contract, breach of warranty or product liability; provided, however, that Seller's obligation to indemnify Buyer shall not apply to any liabilities solely arising from Buyer's negligence. Xxxxxx agrees to indemnify, save harmless and defend Indemnitees from and against all Liabilities arising out of actual or alleged infringement, including infringement of any patent, trademark or copyright relative to the goods. B. At Seller’s own cost, Seller shall procure and maintain policies of insurance with reputable insurers with AM Best Company’s or similar which have a financial rating of not less than “A-:VII” or “Excellent” or the equivalent from a reputable rating agency (such as Standard and Poor’s). The policies of insurance shall be written on an occurrence basis or on a claims made basis in which event insurance shall be maintained during the term of this Agreement. The Seller shall maintain insurance coverage in amounts not less than the following: (a) Worker's Compensation – Statutory Limits for the state or states in which this Agreement is to be performed (or evidence of authority to self-insure); (b) Employer's Liability – $1,000,000; (c) Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and (d) Automobile Liability (including owned, non-owned and hired vehicles) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage). All insurance shall apply separately to each insured and additional insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. The Seller’s insurance coverage is primary and non- contributory to that of Xxxxx’s. The Seller must cover Buyer, its parent, subsidiaries and affiliates and their respective officers, directors, and employees as additional insureds and listed on the executed Certificate of Insurance. All insurance coverages shall include a waiver of subrogation in favor of Xxxxx, its parents, subsidiaries and affiliates and their respective officers, directors and employees. Upon the execution and agreement of this document, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance maintained by Seller. Such certificates shall provide that Buyer will receive 30 days prior written notification from the insurer of any termination or reduction in the amount or scope of coverages. Renewal certificates, as required, shall be forwarded to Buyer until the Seller completes the work as specified in this Agreement. Seller's purchase of insurance coverage and the furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Agreement. In the event of Seller's breach of this provision, Buyer shall have the right to implied indemnitycancel the undelivered portion of any goods or services covered by this Agreement and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall To the fullest extent permitted by law, Seller agrees to indemnify, defend, save harmless and hold harmless University defend Buyer and its Regentsaffiliated companies, their directors, officers, employees, agentsagents and customers (“Indemnitees”) from and against any loss, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsliabilities, costs, damagesexpenses, injury suits, actions, claims and all other obligations and proceedings, including death, settlementswithout limitation all judgments rendered against, and expenses (including without limitationall fines and penalties imposed upon, interest Indemnitees and penalties) incurred by Indemnitee all attorney’s fees and any other cost of litigation (“LossesLiabilities”) arising out of the performance of services or Consultants other obligations under this Agreementa breach hereof, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultantwarranty claims, its officersproduct recall claims, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (actual or alleged infringement) , including infringement of any patent, copyrighttrademark, trade secretcopyright or other intellectual property relative to the goods, trade nameproduct liability claims, trademark injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in way attributable to the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable lawSeller, including without limitation, breach of contract, breach of warranty or product liability; provided, however, that Seller’s obligation to indemnify Buyer shall not apply to any liabilities solely arising from Buyer’s negligence. In case the goods are held in such suit, or in final adjudication elsewhere, to constitute infringement, and the use thereof is enjoined, Seller shall, at its own expense, either procure for Buyer the right to implied indemnitycontinue using said goods, or at the option of Buyer either replace same with equally efficient non-infringing goods, or modify the goods without impairing their efficiency so they become non-infringing, or remove said goods and refund the purchase price and the transportation costs thereof. B. At Seller’s own cost, Seller shall procure and maintain policies of insurance with reputable insurers with AM Best Company or a similar reputable rating agency of not less than “A-:VII” or “Excellent” or the equivalent from a reputable rating agency. The policies of insurance shall be written on an occurrence basis. The Seller shall maintain insurance coverage in amounts not less than the following: (a) Worker’s Compensation – Statutory Limits for the state or states in which this Agreement is to be performed (or evidence of authority to self- insure); (b) Employer’s Liability – $1,500,000; (c) Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and (d) Automobile Liability (including owned, non-owned and hired vehicles) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage). All insurance shall apply separately to each insured and additional insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. The Seller’s insurance coverage is primary and non-contributory to that of Xxxxx’s. The Seller must cover Buyer, its parent, subsidiaries and affiliates and their respective officers, directors, and employees as additional insureds and listed on the executed Certificate of Insurance. All insurance coverages shall include a waiver of subrogation in favor of Xxxxx, its parents, subsidiaries and affiliates and their respective officers, directors and employees. Upon the execution and agreement of this document, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance maintained by Seller. Such certificates shall provide that Buyer will receive 30 days prior written notification from the insurer of any termination or reduction in the amount or scope of coverages. Renewal certificates, as required, shall be forwarded to Buyer until the Seller completes the work as specified in this Agreement. Seller’s purchase of insurance coverage and the furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Agreement. In the event of Seller’s breach of this provision, Buyer shall have the right to cancel the undelivered portion of any goods or services covered by this Agreement and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.

Indemnification and Insurance. A. INDEMNIFICATION 1When the law establishes a professional standard of care for Consultant’s professional Services, Consultant will defend, indemnify and hold harmless District, its directors, officers, engineers, employees or agents from all claims and demands of all persons to the extent arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness, or willful misconduct whether by act or omission to act, in failure to meet a professional standard for performance, or for actual or alleged non-performance of the work under this agreement. Consultant shall indemnifydefend itself against any and all liabilities, claims, losses, damages, and costs arising out of or alleged to arise out of Consultant’s performance or non-performance of the work hereunder, and shall not tender such claims to South Coast Water District nor to its directors, officers, engineers, employees, or agents, for defense or indemnity. Other than in the performance of professional Services, to the fullest extent permitted by law, CONSULTANT will defend, indemnify and hold harmless University and the District, its Regentsdirectors, officers, employeesengineers, agents, employees and representatives (collectively, “Indemnitee”), against agents from all liability, demands, claims, costs, damages, injury including death, settlements, claims and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) demands of all persons arising out of the performance of services the work, or Consultants other obligations under this Agreementactual or alleged non-performance, or the furnishing of materials; including but only in proportion not limited to, claims by the CONSULTANT or CONSULTANT’s employees for damages to and to persons or property except for the extent such Losses are caused by sole negligence or result from (1) willful misconduct or active negligence of the negligent acts or omissions of ConsultantDistrict, its directors, officers, agentsengineers, employees, subcontractorsor agents. Consultant’s duty to defend and indemnify District includes, subconsultantsbut is not limited to, defense and indemnity against claims and liability arising from Coverage is to be placed with a carrier with an A.M. Best rating of no less than A-:VII, or any person equivalent, or entity for whom Consultant as otherwise approved by the District. The retroactive date (if any) is responsible (collectively, “Indemnitor”); (2) to be no later than the breach by Indemnitor of any of the provisions effective date of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V CONSULTANT shall not be limited by any assertion or finding that (1) maintain such coverage continuously for a period of at least three years after the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any completion of the provisions contract work. CONSULTANT shall purchase a one-year extended reporting period i) if the retroactive date is advanced past the effective date of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.;

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall indemnify, 10.1 Novartis agrees to defend, indemnify and hold harmless University Supplier against any and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including deathexpenses, settlementsreasonable attorneys' fees, settlement amounts and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) judgments arising out of the performance of services any personal injury, bodily injury or Consultants other obligations under this Agreement, but only in proportion property damage to and a third party alleged to the extent such Losses are have been caused by or result from (1) the negligent acts or omissions of ConsultantProducts, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent that such injury or damage was the result of any breach of this Agreement by Supplier, including any warranty contained herein, or the result of any latent defects in the Products caused by the negligence or willful misconduct of Supplier. Supplier shall promptly notify Novartis of any such claim or action, shall reasonably cooperate with Novartis in the defense costs ariseof such claim or action, under principles and shall permit Novartis to control the defense and settlement of comparative faultsuch claim or action, from Indemnitor’s all at Novartis' cost and expense. 10.2 Supplier shall defend, indemnify and hold Novartis harmless against any and all claims, damages, expenses, attorneys' fees, settlement amounts, royalty fees, and judgments arising out of (i) any claim of personal injury, bodily injury or property damage to a third party to the extent that such injury or damage is the result of (a) negligent acts any breach of this Agreement by Supplier, including any warranty contained herein, or omissions; (b) breach any claim regarding latent defects in the Products caused by the negligence or willful misconduct of any of the provisions of this AgreementSupplier; or (cii) willful misconductany claim regarding a work-related injury to any Supplier employee. Novartis shall promptly notify Supplier of any such claim or action, shall reasonably cooperate with Supplier in the defense of such claim or action, and shall permit Supplier to control the defense and settlement of such claim or action, all at Supplier's cost and expense. 3. Consultant 10.3 Supplier shall indemnifyobtain, defendat its own expense, a policy of insurance in amounts no less than those specified below: 10.3.1 naming Novartis as an additional insured on a policy of general liability insurance with combined limits of not less than $1,000,000 per occurrence and $1,000,000 per accident for bodily injury, including death, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.property damage;

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Tenant shall indemnify, defend, and hold harmless University and its Regentsdefend Landlord from and against any and all costs, officers, employees, agents, and representatives expenses (collectively, “Indemnitee”including reasonable counsel fees), against all liabilityliabilities, demands, claims, costslosses, damages, injury including deathsuits, settlementsactions, fines, penalties, claims or demand, of any kind and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused asserted by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right on behalf of any person or entity governmental authority, arising out of or in consequence any way connected with, and Landlord shall not be liable to Tenant on account of, (i) any failure by Tenant to perform any of the use agreements, terms, covenants or conditions of this Lease required to be performed by Indemnitee Tenant, (ii) any failure by Tenant to comply with any statutes, ordinances, regulations or orders of any documents governmental authority related to Tenant’s occupancy or use of the Premises, (iii) any accident, death or personal injury, or damage to or loss or theft of property, which shall occur in or about the Premises except as the same may be caused by the negligence of Landlord or Landlord’s employees or agents. B. Landlord shall indemnify, hold harmless and defend Tenant from and against any and all costs, expenses (including reasonable counsel fees), liabilities, losses, damages, suits, actions, fines, penalties, claims, or demands of any methodkind and asserted by or on behalf of any person or governmental authority, processarising out of or in any way connected with, productand Tenant shall not be liable to Landlord on account of, concept specified (i) any failure by Landlord to perform any of the agreements, terms, covenants or depictedconditions of this Lease required to be performed by Landlord, (ii) supplied any failure by Indemnitor Landlord to comply with any statutes, ordinances, regulations or orders of any governmental authority, (iii) any accident, death or personal injury, or damage to or loss or theft of property, which shall occur in or about the Building (excluding the Premises) except as the same may be caused by the negligence of Tenant or Tenant’s employees or agents. C. During the term of this Lease or any renewal thereof, Tenant shall obtain and promptly pay all premiums for commercial general liability insurance against claims for personal injury, death or property damage occurring upon, in or about the Premises, in an amount of not less than $1,000,000 combined single limit for bodily injury and property damage, and all such policies and renewals thereof shall name the Landlord Spring Way Center LLC, as an additional insured. All policies of insurance shall include contractual coverage and shall provide (i) that no material change or cancellation of said policies shall be made without prior written notice to Landlord and Tenant. Insurance’s company’s Agent will provide 30 days written notice of any insurance cancellation, and (ii) that the insurance company issuing the same shall waive all rights of subrogation against the Landlord. Tenant shall provide a copy of policies or certificates of insurance evidencing coverage required by this Lease. All the insurance required under this Lease shall be issued by insurance companies authorized to do business in the performance Commonwealth of this AgreementPennsylvania with a financial rating of at least an A+ as rated in the most recent edition of Best’s Insurance Reports and in business for the past five (5) years. The aforesaid insurance limits may be reasonably increased from time to time by Landlord. 4D. During the Term and any renewal thereof, Landlord shall obtain and promptly pay all premiums for (i) insurance coverage on the Building exclusive of Tenant’s leasehold improvements thereon (i.e., standard fire and hazard insurance with approved standard extended coverage endorsement), with limits of coverage of not less than 80% of the replacement value thereof, subject to a deductible not to exceed $50,000; and (ii) commercial general liability insurance in an amount not less than $2,000,000 combined single limit for bodily injury and property damage. E. Each party waives any and every claim which may arise in favor of such party and against the other hereto, during the lease term or any renewal or extension thereof, for any and all loss, or damage to, any such party’s property located within or constituting a part of the Premises or the Building, which loss or damage is covered by valid and collectable fire and extended coverage insurance policies, to the extent that such loss or damage is recoverable under said insurance policies. Nothing Said mutual waivers shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this AgreementLease with respect to any loss of, including or damage to property of the provisions of this Article V, shall constitute a waiver or limitation parties hereto. Inasmuch as the above mutual waivers preclude the assignment of any rights claim by way of subrogation (or otherwise) to an insurance company (or any other company or person), each party hereto agrees immediately to give each insurance company which Indemnitee may has issued to such party policies of fire and extended coverage insurance, written notice of the terms of said mutual waivers, and to have under applicable lawsaid insurance policies properly endorsed, including without limitationif necessary, to prevent the right to implied indemnityinvalidation of said insurance coverage by said waivers.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) Supplier shall indemnifyrelease, defend, and hold harmless University and indemnify Buyer (who shall control its Regentsown defense), its affiliates and its/their respective directors, officers, employees, agentsrepresentatives, successors, assigns, distributors, dealers, affiliates, customers and representatives (collectivelyall other users of the Products and/or Services and Deliverables during the term of this Contract and thereafter, “Indemnitee”), from and against any and all liabilityactual or alleged claims, demands, claimslosses, judgments, damages, costs, damagesexpenses or liabilities (including attorney fees, injury overhead and court costs), including without limitation claims for death, settlementspersonal injury, and expenses (or property damage, resulting from, arising out of or in any way connected with any act, failure to act, neglect or omission of Supplier or Supplier Personnel during the performance of this Contract, including without limitation: (i) breach of any Supplier representations or warranties hereunder; (ii) any failure of Products and/or Services and Deliverables to comply with applicable specifications (functional, interest design or otherwise), requirements or certifications hereunder; (iii) the negligence, willful misconduct or other tortious conduct of Supplier or Supplier Personnel in design, manufacture or otherwise with respect to Products or Deliverables or parts therefor, in Services rendered hereunder or otherwise in connection herewith; (iv) claims based on strict or product liability relating to Products and/or Deliverables; (v) failure to warn or inadequate warnings or instructions; (vi) failure of Products and/or Deliverables to perform in accordance with their intended use; and penalties(vii) incurred (A) representations or statements of Supplier or Supplier Personnel to third parties on behalf of Buyer not specifically authorized by Indemnitee Buyer in this Contract nor otherwise authorized in advance and in writing by Buyer, and (“Losses”B) arising out a violation by Supplier or Supplier Personnel of any applicable law, regulation or order. Buyer reserves the right to settle all such claims at its own expense, but such settlement shall not relieve Supplier from any of its liabilities under this Contract. Supplier agrees to include this clause in all related subcontracts. Upon Xxxxx’s request, Supplier shall advance all attorneys’ fees and other dispute resolution expenses related to any indemnified claim. The provisions of this Section 18 shall survive the termination or expiration of this Contract. (b) For the duration of this Contract and for a period of six (6) years from the date of provision of the performance Products and/or Services and Deliverables, Supplier shall maintain, through insurers with a minimum A.M. Best rating of services A-VII or Consultants other obligations under this AgreementS&P A or the equivalent in those jurisdictions that do not recognize such rating classification and licensed in the jurisdiction where Products and Deliverables are sold and/or where Services are performed, but only the following insurance: (i) Commercial General/Public Liability, on an occurrence form, in proportion to and to the extent such Losses are caused by or result from minimum amount of USD $5,000,000.00 per occurrence with coverage for: (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”)bodily injury/property damage; (2) the breach by Indemnitor of any of the provisions of this Agreementpersonal/advertising injury; or and (3) willful misconduct by Indemnitor. 2. The indemnification obligations under products/completed operations liability, including coverage for contractual liability insuring the liabilities assumed in this Article V shall Contract, with all such coverages in this Section 18(b) applying on a primary basis, providing for cross liability, not be limited by being subject to any assertion or finding that self-insured retention and being endorsed to name General Electric Company, its affiliates, directors, officers, agents and employees as additional insureds; (1ii) the person or entity indemnified is liable by reason of Business Automobile Liability Insurance covering all owned, hired and non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor owned vehicles used in the performance of this Agreement. 4Contract in the amount of USD $2,000,000.00 combined single limit each occurrence; (iii) Employers’ Liability in the amount of USD 3,000,000.00 each accident, injury or disease; (iv) Property Insurance on an “All risk” basis covering the full replacement cost value of all of Buyer’s property in Supplier’s care, custody or control, with such policy being endorsed to name Buyer as “Loss Payee” as its interests may appear; (v) if Supplier will have access to Buyer’s funds or accounts, Crime Insurance (also known as Employee Dishonesty insurance / Fidelity Bond) in an amount of not less than $1,000,000 covering all Supplier Personnel and including a Client’s Interest endorsement or Insuring Agreement specifying that coverage extends to Buyer’s property in the event of any theft of Buyer money or property, or money or property of others for which Buyer is responsible; and (vi) appropriate Workers’ Compensation Insurance protecting Supplier from all claims under any applicable Workers’ Compensation or Occupational Disease Act. Nothing Supplier shall obtain coverage similar to Workers’ Compensation and Employers’ Liability for each Supplier employee performing work under this Contract outside of the U.S. To the extent that this Contract is for professional Services, Supplier shall maintain Professional Errors and Omission Liability insurance in this Agreementthe minimum amount of $5,000,000.00 per claim; if Supplier will have access to Buyer’s IT systems or restricted data, coverage must also include loss of and/or mishandling of data containing private or confidential information of Buyer or others for which Xxxxx is responsible, and failure to prevent unauthorized access to, or use of, Buyer’s systems or data. If the scope of Services involves the potential for an environmental release, Supplier shall maintain Environmental Impairment (also known as Pollution) Liability with a limit of not less than $10,000,000 per occurrence covering on-site and off- site bodily injury and property damage, including clean-up cost as a result of pollution conditions arising from the provisions Supplier’s operations, including completed operations. If coverage is provided on a claims-made form, the retroactive date must precede the effective date of this Article Vagreement and provide for continuity in cover for (1) year after the completion of the Services If any insurance is on a claims- made basis, the retro date must precede the date of issuance of this Contract and Supplier must maintain continuity of coverage for three (3) years following termination, expiration and/or completion of this Contract. Insurance specified in sub-sections 18(b)(i), (ii) and (iii) shall be endorsed to provide a waiver of subrogation in favor of Buyer, its affiliates and its and their respective employees for all losses and damages covered by the insurances required in such subsections. The application and payment of any self-insured retention or deductible on any policy carried by Supplier shall be the sole responsibility of Supplier. Should Buyer be called upon to satisfy any self-insured retention or deductible under Supplier’s policies, Buyer may seek indemnification or reimbursement from Supplier where allowed by Law. Upon request by Xxxxx, Supplier shall provide Buyer with a certificate(s) of insurance evidencing that the required minimum insurance is in effect. The certificate(s) of insurance shall reference that the required coverage extensions are included on the required policies. Upon request by Xxxxx, copies of endorsements evidencing the required additional insured status, waiver of subrogation provision and/or loss payee status shall be attached to the certificate(s) of insurance. Acceptance of such certificate(s), which are not compliant with the stipulated coverages, shall constitute in no way whatsoever imply that Buyer has waived its insurance requirements or any other obligations set forth herein. The above-referenced insurance limits in subsections (i), (ii) and (iii) can be met either via each policy or via a waiver or limitation combination of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.these policies and an excess/umbrella liability insurance policy..

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall To the fullest extent permitted by law, Seller agrees to indemnify, defendsave harmless and defend Buyer and its affiliated companies, and hold harmless University its and its Regentstheir directors, officers, employees, agentsagents and customers (“Indemnitees”) from and against any loss, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsliabilities, costs, damagesexpenses, injury suits, actions, claims and all other obligations and proceedings, including death, settlementswithout limitation all judgments rendered against, and expenses (including without limitationall fines and penalties imposed upon, interest Indemnitees and penalties) incurred by Indemnitee all attorneys’ fees and any other cost of litigation (“LossesLiabilities”) arising out of or relating to (ii) injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance of services Seller; (iii) breach of contract, breach of warranty or Consultants other obligations under this Agreementproduct liability by Seller or (iv) the negligence or intentional misconduct of Seller or its affiliated companies or its or their employees, but only in proportion agents or subcontractors; provided, however, that Seller’s obligation to and indemnify Buyer shall not apply to any liabilities to the extent such Losses are caused by or result arising from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2Buyer’s negligence. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation Xxxxxx agrees to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee and defend Indemnitees from and against all lossLiabilities arising out of actual or alleged infringement, costincluding infringement of any patent, expensetrademark or copyright, royalties, claims for damages by Seller. Seller shall not enter into any settlement without Buyer’s or liability, in law or in equity, includingIndemnitees’ prior written consent. The indemnification obligation under this Article shall apply, without limitation, attorney feesto all matters involving injured employees of the Seller or any supplier or subcontractor of any tier, court costsregardless of any provisions of the applicable Workers’ Compensation laws, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence particular regardless of the use exclusive remedy and/or employees’ immunity provisions of those laws, all of which are hereby expressly waived. B. At Seller’s own cost, Seller shall procure and maintain policies of insurance with reputable insurers rated not less than A-:VII by Indemnitee A.M. Best Company’s or having an equivalent rating from a reputable and nationally- recognized rating agency (such as Standard and Poor’s). The policies of any documents (including any method, process, product, concept specified insurance shall be written on an occurrence basis or depicted) supplied by Indemnitor on a claims made basis in which event insurance shall be maintained during the performance term of this Agreement. 4. Nothing Seller shall maintain insurance coverage in amounts not less than the following: (i) Worker’s Compensation – Statutory Limits for the state or states in which this Agreement is to be performed (or evidence of authority to self-insure); (ii) Employer’s Liability – $1,000,000; (iii) Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and (iv) Automobile Liability (including owned, non-owned and hired vehicles) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage). All insurance shall apply separately to each insured and additional insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Seller’s insurance coverage is primary and non- contributory to any insurance Buyer may carry. Seller’s insurance must cover Buyer, its parent, subsidiaries and affiliates and its and their respective officers, directors, and employees, who shall be listed as additional insureds on the executed certificate of insurance. All insurance coverages shall include a waiver of subrogation in favor of Buyer, its parents, subsidiaries and affiliates and its and their respective officers, directors and employees. Upon the execution and agreement of this document, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance maintained by Seller. Such certificates shall provide that Buyer will receive thirty (30) days’ prior written notification from the insurer of any termination or reduction in the amount or scope of coverages. Renewal certificates, as required, shall be forwarded to Buyer until Seller completes the work as specified in this Agreement, including . Seller’s purchase of insurance coverage and the provisions furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Agreement. In the event of Seller’s breach of this Article VSection 8.B., Buyer shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnityterminate this Agreement in accordance with Section 5.A. and shall not be required to make further payments except for any Services performed prior to termination.

Indemnification and Insurance. A. INDEMNIFICATIONSection 7.1. Licensor will hold Licensee harmless from and against ----------- all suits, claims or actions by third parties against Licensee alleging trademark infringement arising from Licensee's authorized use of any of the Licensed Trademarks; provided that Licensee gives Licensor prompt written notice -------- of such suit, claim or action and cooperates fully with Licensor in defending the same. 1Section 7.2. Consultant shall indemnify, defend, Licensee hereby indemnifies and undertakes to defend and ----------- hold Licensor harmless University from and its Regents, officers, employees, agents, against any and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costssuits, losses, damages, injury including deathfines, settlementspenalties, and expenses (including without limitationand/or expenses, interest and penalties) incurred by Indemnitee (“Losses”) including, but not limited to, attorneys' fees, arising out of or based upon: (a) Licensee's or its Manufacturing Agents' processing, distribution or sale of Products bearing a Licensed Trademark; or (b) any breach by Licensee or its Manufacturing Agents of their obligations hereunder; or (c) any proceeding brought by any person, governmental agency or consumer group in connection with the performance Products processed, sold or distributed by Licensee or its Manufacturing Agents bearing or using a Licensed Trademark; or (d) any violations of services any applicable law or Consultants other regulation or civil claims relating to the manufacture, processing, sale, distribution, promotion or advertising of Products bearing or using a Licensed Trademark unless attributable to Licensor's breach of its obligations under this Agreement, but only . Licensor may participate in proportion to the defense of any such litigation. Section 7.3. Licensee shall be solely responsible for the acts and to the extent such Losses are caused by or result from (1) the negligent acts or ----------- omissions of Consultant, those with whom it or its officers, agents, employees, subcontractors, subconsultants, or Manufacturing Agents contract for any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any aspect of the provisions processing, distribution or sale of this Agreement; Products bearing or (3) willful misconduct by Indemnitorusing a Licensed Trademark. 2Section 7.4. The indemnification In order to assure its ability to discharge its ----------- obligations under this Article V shall not be limited by any assertion or finding to Licensor, Licensee agrees that (1) it will maintain throughout the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, Term at its expense, royaltiescomprehensive general liability insurance, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, including product liability insurance and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of contractual liability coverage specifically endorsed to cover the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing indemnity provisions in this Agreement, including from a carrier satisfactory to Licensor, in a minimum amount of Five Million Dollars ($5,000,000) combined single limit for each single occurrence, for bodily injury and property damage, which shall designate Licensor as an additional insured therein. The policy shall provide for thirty (30) days prior written notice to Licensor from the provisions of this Article V, shall constitute a waiver or limitation insurer in the event of any rights which Indemnitee may have under applicable lawmaterial modification, including without limitation, cancellation or termination. Licensee shall deliver certificates of such insurance coverage to Licensor prior to the right to implied indemnitysale and/or distribution of any Products bearing a Licensed Trademark.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Beginning on the Effective Date and continuing thereafter, including after the termination of Executive's employment hereunder, the Company shall indemnify, defend, defend and hold the Executive harmless University from and its Regentsagainst any and all Expenses, officersliabilities, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsdamages, costs, damagesjudgments, injury including deathpenalties, settlementsfines and amounts paid in settlement, incurred by Executive in connection with any Proceeding involving her by reason of her being or having been an officer, director, employee or agent of the Company (or any affiliate of the Company) to the fullest extent permitted by law, whether or not Executive is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding, and expenses whether or not Executive is successful in such Proceeding. In addition, upon receipt from Executive of (including without limitationi) a written request for an advancement of Expenses which Executive reasonably believes will be subject to indemnification hereunder and (ii) a written undertaking by Executive to repay any such amounts if it shall ultimately be determined that she is not entitled to indemnification under this Agreement or otherwise, interest and penalties) incurred by Indemnitee (“Losses”) arising out the Company shall advance such Expenses to Executive or pay such Expenses for Executive, all in advance of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor final disposition of any such matter. The provisions of the provisions preceding two sentences shall survive the termination of Executive's employment hereunder for any reason whatsoever and the termination of this Agreement; or (3) willful misconduct by Indemnitor. 2. The rights of indemnification obligations under and to receive advancement of Expenses as provided by this Article V Agreement shall not be limited by deemed exclusive of any assertion other rights to which Executive may at any time be entitled under applicable law, the Certificate of Incorporation, the By-Laws of the Company, any other agreement, a vote of stockholders or finding that (1) a resolution of the person or entity indemnified is liable by reason of non-delegable dutyBoard, or (2) the Losses were caused in part by the negligence ofotherwise. For purposes hereof, breach of contract by, or violation of law by Indemnitee. The obligation to defend "Expenses" shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s include all reasonable defense costs (including attorney fees and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, expenses including, without limitation, attorney reasonable attorneys' fees, retainers, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.,

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a. Distributor shall indemnifyindemnify and save harmless Supplier from and against all losses, defendclaims, and hold harmless University and damages or other costs of any nature or kind whatsoever arising directly or indirectly out of or relating to any allegation of: (i) the breach of any warranty, representation or agreement made by Distributor in this Agreement; (ii) the negligence or intentional misconduct, misfeasance or nonfeasance of Distributor, its Regents, officers, employees, agents, servants or contractors; (iii) any quality or condition of or inherent defect introduced into the Products as a consequence of the improper storage, warehousing, distribution or sale by Distributor of Products; or (iv) the conduct of Distributor's business (including the use of promotional materials and representatives (collectivelypackaging not designed, “Indemnitee”manufactured or approved by the Supplier). Such indemnity shall include, but not be limited to, reasonable expenses, attorneys' fees, court costs and other expenses of investigation, litigation and settlement of any such claim. Supplier shall provide Distributor prompt written notice of receipt of any such claim and shall not settle any such claim without the prior knowledge and written consent of Distributor, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, upon written notice to Supplier that Distributor has assumed the defense of any legal action or proceeding, Distributor shall not be liable to Supplier for any legal or other expenses subsequently incurred by Supplier in connection with the defense thereof, except in the event of a conflict of interest or other matter that prevents counsel for Distributor from fully and zealously representing the interests of both Supplier and Distributor. b. Supplier shall indemnify and save harmless Distributor from and against all liability, demandslosses, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) damages or other costs of any nature or kind whatsoever arising directly or indirectly out of or relating to any allegation of: (i) the performance breach of services any warranty, representation or Consultants other obligations under agreement made by Supplier in this Agreement, but only ; (ii) Distributor's use of the Trademarks in proportion to and to the extent such Losses are caused by or result from Territory; (1iii) the negligent acts negligence or omissions intentional misconduct, misfeasance or nonfeasance of ConsultantSupplier, its officers, employees, agents, employeesservants or contractors; (iv) any quality or condition of or inherent defect in the Products supplied by Supplier, subcontractorsincluding but not limited to any imperfection, subconsultantscontamination or substandard quality, production, packaging, processing, storage or transportation or other condition relating to the Products at or before the time they were received by Distributor; (v) any wrongful, false or misleading claim, advertising or representation by Supplier or by any agent or representative of Supplier regarding the Products; (vi) any third party that such person or entity for whom Consultant is responsible has any right, claim or color of right granted or allowed by Supplier to purchase, sell, market or distribute Products in the Territory; or (collectively, “Indemnitor”); (2vii) the breach conduct of Supplier's business (including the promotional materials and packaging designed, manufactured or approved by Indemnitor the Supplier). Such indemnity shall include, but not be limited to, reasonable expenses, attorneys' fees, court costs and other expenses of investigation, litigation and settlement of any such claim. Distributor shall provide Supplier prompt written notice of receipt of any such claim and shall not settle any such claim without the prior knowledge and written consent of Supplier, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, upon written notice to Distributor that Supplier has assumed the defense of any legal action or proceeding, Supplier shall not be liable to Distributor for any legal or other expenses subsequently incurred by Distributor in connection with the defense thereof, except in the event of a conflict of interest or other matter that prevents counsel for Supplier from fully and zealously representing the interests of both Supplier and Distributor. c. Notwithstanding the foregoing, to the extent that any claim that would otherwise be subject to indemnification pursuant to Paragraph 7.a. is traceable in whole or in part to: i. any ingredient supplied by Supplier; ii. Any act or failure required or approved by Supplier; and/or iii. Any matter subject to indemnification by Supplier under Paragraph 7.b. then Supplier shall pay the percentage of all costs, fees, damages, judgments and decrees allocable to such ingredient, act, failure or matter, and Distributor shall pay only for the percentage of the provisions costs, fees, damages, judgments and/or decrees allocable to Distributor's own acts or failure to act. d. During the term of this Agreement; or , each party shall secure, pay for and maintain in full force and effect comprehensive general liability insurance (3including contractual liability and with product liability coverage respecting the Products) willful misconduct in an amount of not less than $3 million in the aggregate and $1 million per occurrence. Such insurance maintained by Indemnitor. 2each party shall name the other party as additional insured. The indemnification obligations under this Article V Each party shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed furnish to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing other annually a defense for Indemnitees shall be reimbursed by University except to the extent certificate confirming such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconductcoverage. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (A) Contractor shall indemnify, defend, indemnify and hold harmless University Purchaser, and its Regentssubsidiaries and affiliates, and its subcontractors (if any), their respective officers, employees, agents, servants and representatives assignees, or any of them (collectively, collectively “IndemniteePurchaser Indemnitees”), against all liabilityfrom any direct or indirect loss, demandsdamage, claimsliability and expense (including reasonable attorneys fees), costson account of loss or damage to property and injuries, damages, injury including death, settlementsto all persons, including but not limited to employees or agents of Contractor, the Subcontractors and the Purchaser Indemnitees, and to all other persons, arising from any occurrence caused by any negligent act or omission or willful misconduct of Contractor, the Subcontractors or any of them. At Contractor’s expense, Contractor shall defend any suits or other proceedings brought against the Purchaser Indemnitees on account thereof, and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any of them, in connection therewith. Contractor shall have the right to settle any claim or litigation against which it indemnifies hereunder. Further, the Purchaser Indemnitees shall provide to Contractor such reasonable cooperation and assistance as Contractor may request to perform its obligations hereunder. (B) Purchaser shall indemnify and hold harmless Contractor, and its subsidiaries and affiliates, its Subcontractors, their respective officers, employees, agents, servants and assignees, or any of them (collectively “Contractor Indemnitees”), from any direct or indirect loss, damage (including without limitationdamage to property and injuries, interest including death), liability and penaltiesexpense (including reasonable attorneys fees) incurred by Indemnitee any third party (“Losses”including employees or agents of Purchaser and Contractor Indemnitees) and arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are from any occurrence caused by any negligent act or result from (1) the negligent acts omission or omissions willful misconduct of ConsultantPurchaser, its officers, employees, agents, employeesconsultants, subcontractorsservants and assignees. In addition, subconsultantsPurchaser shall waive any claim against and shall indemnify and hold harmless Contractor Indemnitees from any direct or indirect loss, damage (including damage to property and injuries, including death), liability and expense incurred by any third party and arising from use, operation or performance of the Deliverable Items after Final Acceptance, including as a result of modification or improvements made by Purchaser. Purchaser shall, at Purchaser’s expense, defend any suits brought against the Contractor Indemnitees referred to above and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any person or entity for whom Consultant is responsible (collectivelyof them, “Indemnitor”); (2) in connection therewith. Purchaser shall have the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation right to defend shall arise regardless of settle any claim or assertion that Indemnitee caused litigation against which it indemnifies hereunder. Further, the Contractor Indemnitees shall provide to Purchaser such reasonable cooperation and assistance as Purchaser may request to perform its obligations hereunder. (C) Contractor shall, at its own expense, provide and maintain insurance which shall cover all WIP (including all Purchaser’s property while in Contractor’s custody) against physical loss or contributed damage on an “all risks” property insurance basis, including coverage for the perils of flood or earthquake while in or about Contractor’s and its Subcontractors’ premises, while at other premises which may be used or operated by Contractor for construction purposes. The amount of insurance shall be sufficient to cover the full replacement value of all Work. Upon request by Purchaser, Contractor will provide certificate of insurance to Purchaser. Additionally, Contractor will add Purchaser as an additional insured under the All Risks insurance as far as Purchaser’s interests may appear. The insurance may be issued with deductibles, which are consistent with Contractor’s current insurance policies. The amount of any loss up to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees value of the deductible level, or not otherwise covered by the insurance, shall be reimbursed borne by University except to the extent such defense costs ariseContractor. In addition, under principles of comparative faultContractor shall, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, at its own expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, provide and other litigation expenses that may at any time arise or be set up for any infringement maintain a Commercial General Liability Insurance Policy (or alleged infringement“CGL Policy”) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreementwhich shall cover property damage and injuries, including the provisions death, caused to third parties. Upon written request by Purchaser, Contractor will provide a certificate of this Article V, insurance to Purchaser. Contractor shall constitute a waiver or limitation of any rights which Indemnitee may have use its reasonable best efforts to add Purchaser as additional insured under applicable law, including without limitation, the right to implied indemnitysuch CGL Policy.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall indemnify(a) Tenant covenants and agrees that it shall, defendwithout notice or demand and at its own cost and expense, indemnify and save harmless Landlord against and from, and hold harmless University Landlord shall not be liable to Tenant for, any and its Regentsall claims by or on behalf of any person arising in any manner whatsoever from, officersout of, employeesor in connection with any accident, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlementsinjury, and expenses or damage, loss or theft of property in or about the Leased Space (including without limitation, interest and penaltieswhether involving property belonging to Tenant or any other person) incurred by Indemnitee (“Losses”) arising out resulting from the negligence or wilful misconduct of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of ConsultantTenant, its officers, agents, employees, subcontractors, subconsultants, licensees or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defendinvitees, and save harmless Indemnitee from and against all losscosts, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, reasonable attorney fees, court costsexpenses and liabilities incurred in or as a result of any such claim or action or proceeding brought against Landlord by reason of any such claim. Tenant, upon notice from Landlord, covenants to resist or defend such action or proceeding by legal counsel reasonably satisfactory to Landlord. (b) Tenant shall keep in force public liability insurance with respect to the Leased Space, including contractual insurance with respect to the covenants and agreements above, with companies and in form reasonably acceptable to Landlord to afford protection of not less than One Million ($1,000,000.00) Dollars with respect to personal injury or death and property damage, and other litigation expenses naming Landlord as an additional insured and providing not less than thirty (30) days' notice of cancellation. Copies of such policies or a certificate of insurance evidencing same shall be delivered to Landlord. (c) Landlord covenants and agrees that may it shall, without notice or demand and at its own cost and expense, indemnify and save harmless Tenant against and from, and Tenant shall not be liable to Landlord for, any time arise and all claims by or be set up for any infringement (or alleged infringement) on behalf of any patentperson arising in any manner whatsoever from, copyrightout of, trade secretor in connection with any accident, trade namedeath, trademark injury, or damage, loss or theft of property in or about the Leased Space (whether involving property belonging to Landlord or any other proprietary person) resulting from the gross negligence or wanton and wilful misconduct of Landlord, its agents or employees, and from and against all costs, reasonable attorney fees, expenses and liabilities incurred in or as a result of any such claim or action or proceeding brought against Tenant by reason of any such claim. Landlord, upon notice from Tenant covenants to resist or defend such action or proceeding by legal counsel reasonably satisfactory to Tenant. (d) Landlord shall keep in force public liability insurance with respect to the Building, including contractual insurance with respect to the covenants and agreements above, with companies and in form reasonably acceptable to Tenant to afford protection of not less than One Million ($1,000,000.00) Dollars with respect to personal injury or death and property damage, and naming Tenant as an additional insured and providing not less than thirty (30) days' notice of cancellation. Copies of such policies or a certificate of insurance evidencing same shall be delivered to Tenant. (e) All insurance policies also shall contain a clause or endorsement denying the insurer any rights of subrogation against Landlord, in the case of Tenant's insurer, and Tenant, in the case of Landlord's insurer. As to any loss or damage covered by insurance containing a waiver of subrogation clause or similar endorsement, each party hereby releases the other, to the extent of such damaged party's insurance indemnities, from any and all liability for such loss or damage even if such loss or damage shall be brought about by the fault or negligence of such other party, or the agents, employees, invitees or licensees of such other party; provided however, that this release shall be effective only with respect to loss or damage occurring during such time as the applicable policies of insurance shall contain a clause to the effect that this release shall not affect said policies or the right of the insured to recover thereunder. If any person or entity in consequence policy does not contain such, the insured party shall, at the written request of the use by Indemnitee of other party to this release, have such a clause added to said policy if an endorsement so providing is obtainable. This subsection (e) shall supersede any documents provisions to the contrary in subsection (including any method, process, product, concept specified or depicteda) supplied by Indemnitor in the performance of this Agreementand (c) above. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall To the fullest extent permitted by law, Seller agrees to indemnify, defend, save harmless and hold harmless University defend Buyer and its Regentsaffiliated companies, their directors, officers, employees, agentsagents and customers (“Indemnitees”) from and against any loss, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsliabilities, costs, damagesexpenses, injury suits, actions, claims and all other obligations and proceedings, including death, settlementswithout limitation all judgments rendered against, and expenses (including without limitationall fines and penalties imposed upon, interest Indemnitees and penalties) incurred by Indemnitee all attorney's fees and any other cost of litigation (“LossesLiabilities”) arising out of a breach hereof, warranty claims, product recall claims, product liability claims, injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable lawSeller, including without limitation, breach of contract, breach of warranty or product liability; provided, however, that Seller's obligation to indemnify Buyer shall not apply to any liabilities solely arising from Buyer's negligence. Seller agrees to indemnify, save harmless and defend Indemnitees from and against all Liabilities arising out of actual or alleged infringement, including infringement of any patent, trademark or copyright relative to the goods. B. At Seller’s own cost, Seller shall procure and maintain policies of insurance with reputable insurers with AM Best Company’s or similar which have a financial rating of not less than “A-:VII” or “Excellent” or the equivalent from a reputable rating agency (such as Standard and Poor’s). The policies of insurance shall be written on an occurrence basis or on a claims made basis in which event insurance shall be maintained during the term of this Agreement. The Seller shall maintain insurance coverage in amounts not less than the following: (a) Worker's Compensation – Statutory Limits for the state or states in which this Agreement is to be performed (or evidence of authority to self-insure); (b) Employer's Liability – $1,000,000; (c) Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and (d) Automobile Liability (including owned, non-owned and hired vehicles) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage). All insurance shall apply separately to each insured and additional insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. The Seller’s insurance coverage is primary and noncontributory to that of Buyer’s. The Seller must cover Buyer, its parent, subsidiaries and affiliates and their respective officers, directors, and employees as additional insureds and listed on the executed Certificate of Insurance. All insurance coverages shall include a waiver of subrogation in favor of Buyer, its parents, subsidiaries and affiliates and their respective officers, directors and employees. Upon the execution and agreement of this document, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance maintained by Seller. Such certificates shall provide that Buyer will receive 30 days prior written notification from the insurer of any termination or reduction in the amount or scope of coverages. Renewal certificates, as required, shall be forwarded to Buyer until the Seller completes the work as specified in this Agreement. Seller's purchase of insurance coverage and the furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Agreement. In the event of Seller's breach of this provision, Buyer shall have the right to implied indemnitycancel the undelivered portion of any goods or services covered by this Agreement and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant The Consortium assumes no responsibility for the payment of any compensation, wages, benefits, or taxes by or on behalf of the PMWDC, any of its employees, or any other person or entity by reason of this designation, except as set forth herein regarding withdrawal of designation. The PMWDC shall indemnifyprotect, defend, indemnify, and hold save harmless University the Counties of Grays Harbor, Lewis, Mason, Pacific, and Xxxxxxxx and any of their officers, agents, and employees from and against any and all claims, cost, or losses whatsoever occurring or resulting from: (1) the PMWDC’s failure to pay any such compensation, wages, benefits, or taxes, or (2) the supplying to the PMWDC of work, services, materials, or supplies by any council employees or other suppliers in connection with or support of the performance under this designation, except as set forth herein regarding withdrawal of designation. 2. The PMWDC is financially responsible for and, following an audit exception, shall repay the Consortium all amounts indicated therein that the Consortium is required to pay due to negligence, intentional act, or failure, for any reason, of the PMWDC, its Regents, officers, employees, agents, or representatives to comply with the conditions of this Agreement, the WIA or any rules or regulation promulgated there under. This duty to repay the Consortium shall not be diminished or extinguished by the expiration or prior termination of this Agreement. 3. The PMWDC shall protect, defend, indemnify, and representatives (collectivelysave harmless the Consortium, “Indemnitee”)the Counties, against and their respective officers, employees, and agents from any and all liability, demandscosts, claims, costsjudgments, or awards of damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services of, or Consultants other obligations under this Agreementin any way resulting from, but only in proportion to and to the extent such Losses are caused by or result from (1) the any negligent acts or omissions of Consultant, the PMWDC or any of its officers, agents, employees, subcontractorsor agents under this designation, subconsultantsexcept as set forth herein regarding withdrawal of designation. The PMWDC, after mutual negotiation with the Consortium will consider entering into a separate agreement that waives, as respects the Consortium and the Counties only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the Consortium or Counties incur any judgment, award, or any person or entity for whom Consultant is responsible (collectivelycost, “Indemnitor”); (2) the breach by Indemnitor of any of including attorneys’ fees to enforce the provisions of this Agreement; or (3) willful misconduct by Indemnitorarticle, and all such fees, expenses, and costs shall be recoverable from the PMWDC. 24. The indemnification obligations under this Article V Claims shall include, but not be limited by any assertion or finding to, assertions that (1) the person or entity indemnified is liable by reason use of non-delegable dutytransfer of software, book, document, report, film, tape, or (2) the Losses were caused in part by the negligence of, breach of contract by, sound reproduction or violation of law by Indemnitee. The obligation to defend shall arise regardless material of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arisekind, under principles of comparative faultdelivered hereunder, from Indemnitor’s (a) negligent acts or omissions; (b) breach constitutes an infringement of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnifycopyright, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secrettrademark, trade name, trademark or any other proprietary right otherwise results in unfair trade practice. 5. The PMWDC shall procure and maintain for the duration of any person this designation, insurance against claims for injuries to persons or entity damages to property that may arise from, or in consequence of the use by Indemnitee of any documents (including any methodconnection with, process, product, concept specified or depicted) supplied by Indemnitor in the performance of work by the PMWDC or any of its agents, representatives and employees. The Consortium shall be named as an additional insured on all policies. The PMWDC shall also require each of its subcontracts (except governmental entities such as the City, County and State) to procure and maintain similar liability insurance and to provide to the PMWDC separate certificates of insurance and policy endorsements for each subcontractor as evidence of compliance with this Agreementinsurance requirement. The cost of such insurance shall be paid by the PMWDC or subcontractor. The PMWDC's insurance coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, except by the reduction of the applicable aggregate limit by claims paid, until after forty-five (45) days prior written notice has been given to the consortium. 46. The PMWDC shall furnish the Consortium with certificates of insurance and endorsements to demonstrate the acquisition and maintenance by the PMWDC and its subcontractors of the insurance coverage required under this Designation. 7. Nothing in this Agreement, including agreement relieves any party to this agreement from the provisions of this Article V, shall constitute a waiver liability imposed by the Washington Innovation and Opportunity Act Section 107and 20 CFR 667.705 (c) as now or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnityhereafter written.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall 8.1 Supplier will, at its expense, indemnify, defend, defend (or settle) and hold harmless University Purchaser, and its Regentsofficers, officersdirectors, employees, agents, agents and representatives Affiliates (collectively, the “IndemniteePurchaser Indemnitees”) from and against any loss, damage, cost, liability, and expense (including reasonable fees for attorneys and other experts), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee any of them (“Losses”a) arising out of any defect in the Mould supplied by Supplier hereunder, (b) any breach of contract, warranty or covenant hereunder by Supplier, (c) any negligent or intentionally wrongful act or omission by Supplier in connection with the performance of services or Consultants other its obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable dutyhereunder, or (2d) arising out of or resulting from any suit, action, claim or proceeding (each a “Claim”) brought by a third party against any Purchaser Indemnitees alleging that: (i) any Mould or the use or sale thereof by a Purchaser Indemnitee, infringes, misappropriates or violates any thirdparty Intellectual Property Rights, applicable law and/or regulations; and (ii) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless use of any claim Mould results in personal injury, death or assertion that Indemnitee caused tangible or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles real property damage or loss of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equityuse therefrom, including, without limitation, attorney feesany Claim that alleges a defect in the design, court coststesting or manufacture of a Mould, regardless of the legal or statutory bases of the Claim. 8.2 The Supplier shall, at its own expense, provide and other litigation expenses that may at any time arise or be set up for any infringement maintain with a reputable insurer (or alleged infringementand provide written certificate(s) of any patentinsurance to Purchaser, copyrightif and when requested) reasonable and customary insurance coverage, trade secretincluding, trade namebut not limited to commercial general liability insurance including coverage for product liability. The certificate(s) of insurance will, trademark or any other proprietary right of any person or entity in consequence of the use if requested by Indemnitee of any documents (including any methodPurchaser, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute designate Purchaser as "additional insured" and will contain a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnitysubrogation in favour of Purchaser.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant 10.1 LICENSEE’s General Indemnity LICENSEE shall fully indemnify, defend, and hold harmless University GE and its Regents, officers, employees, agentsGeneral Electric Company, and representatives (collectivelytheir respective directors, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, representatives, employees, subcontractorsdealers, subconsultantslicensees, parents, subsidiaries, affiliates, licensing agents, and distributors (“GE Indemnified Parties”), from any and all claims, losses, damages, expenses, liabilities, judgments, penalties, and costs (including reasonable attorneys’ fees and costs) asserted against or incurred by the GE Indemnified Parties arising out of or in any way related to this Agreement, associated with the manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, advertising, marketing, labeling, consumption, or any person disposition of Licensed Products, whether or entity not such Licensed Products conform to GE’s required standards of quality, and regardless of whether or not GE has specifically approved the manufacture, packaging, shipment, distribution, use, sale, offering for whom Consultant is responsible sale, promotion, marketing, or disposition of Licensed Products (collectively, “IndemnitorLICENSEE’s Indemnity”). LICENSEE’s Indemnity shall cover any claims or suits asserted against the GE Indemnified Parties including, but not limited to, any alleged or actual: (A) breach of warranty or representation by LICENSEE contained in or made in connection with this Agreement or the Licensed Products; (2B) act or omission pursuant to, or in breach of, this Agreement by LICENSEE, its Vendors and/or LICENSEE’s customers or users of LICENSEE’s products, and/or the breach by Indemnitor agents and employees of any of the provisions foregoing; (C) Intellectual Property infringement; (D) defect in the design or manufacture; (E) failure to warn; (F) failure to comply with applicable laws or regulations; (G) disposal or environmental fees pertaining to the Licensed Products that are assessed against the GE Indemnified Parties; (H) violation of this Agreementany applicable child labor, environmental, disposal, or hazardous materials laws; (I) strict liability, breach of warranty, or negligence; (J) personal injury (including death); or (3K) willful misconduct by Indemnitor. 2any other property damage. The indemnification obligations LICENSEE shall be responsible for protecting its rights under this Article V Agreement. As a result, LICENSEE agrees that it shall not be limited by indemnify GE from any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable dutyand all claims, or (2) the Losses were caused in part by the negligence oflosses, breach of contract bydamages, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense expenses, liabilities, judgments, penalties, and costs (including attorney reasonable attorneys’ fees and expert feescosts) incurred by the GE Indemnified Parties arising out of or in providing a defense any way related to preventing the manufacture, packaging, shipment, distribution, use, sale, offering for Indemnitees shall be reimbursed by University except sale, promotion, advertising, marketing, labeling, consumption, or disposition of unlicensed goods that fall within the scope of Licensed Products under this Agreement. GE shall, to the extent such defense costs ariseit becomes aware of same, under principles give LICENSEE reasonable notice of comparative fault, from Indemnitor’s all claims or suits within sixty (a60) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, days and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, grant LICENSEE the right to implied indemnityselect counsel and settle and/or control such claim or suit at LICENSEE’s expense, provided GE must approve any settlement that affects GE’s goodwill or financial position, such approval not to be unreasonably withheld. Failure to give LICENSEE reasonable notice of all claims or suits within sixty (60) days shall not, in any way, nullify LICENSEE’s Indemnity obligations. Notwithstanding the foregoing, GE shall have the right to retain its own counsel and its own consultants (the expenses for which are covered by LICENSEE under this indemnification) to represent its own interests in all cases involving indemnification.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant 14.1 The Licensee shall indemnify, defend, indemnify and hold harmless University Shire, its Affiliates and its Regentsand their directors, officers, employeesemployees and contractors ("SHIRE PARTIES") from and against any and all claims, agents, and representatives (collectively, “Indemnitee”), against all liabilityactions, demands, claims, costslosses, damages, injury including death, settlements, costs and reasonable expenses (including without limitationreasonable legal, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney counsel and expert fees) made or brought by any third parties ("CLAIMS") arising from or in connection with the research, development, testing, manufacture, marketing, distribution, sale or use of the Licensed Product by Licensee or its Affiliates or its or their Sub-Licensees, except to the extent that such Claims result from the negligence or willful default of the Shire Parties. 14.2 Shire shall promptly: (a) inform the Licensee by written notice of any Claims or the discovery of a fact upon which Shire intends to base a request for indemnificatiox; (b) provide the Licensee with copies of all papers and official documents received in respect of any Claims; and (c) cooperate as reasonably requested by the Licensee in the defence against any Claims. 14.3 The Licensee shall have the sole control over the defence of any Claims, provided that, the Licensee shall obtain the written consent of Shire, prior to settling or otherwise disposing of such Claims if as a result of the settlement or Claim disposal Shire's interests are in any way adversely affected. Any costs and expenses, incurred by Shire in providing a defense for Indemnitees connection with any Claims shall be reimbursed by University except the Licensee on a Quarterly basis, subject to the extent an obligation of reimbursement if it is determined by a court of competent jurisdiction that such defense costs ariseClaims are not subject to indemnification under clause 14.1. 14.4 Shire shall defend, under principles of comparative faultindemnify and hold harmless Licensee, its Affiliates and its and their directors, officers, employees and contractors ("LICENSEE PARTIES") from Indemnitor’s (a) negligent acts or omissions; (b) and against any and all Claims resulting from a breach of clause 16. 14.5 Notwithstanding anything contained in this Agreement, in no event shall either Party or their respective Affiliates be liable for special, indirect, incidental or consequential loss or damage based on contract, tort or any of the provisions other legal theory arising out of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this AgreementAgreement shall limit either Party's liability to any person for death or personal injury caused by negligence. 14.6 The Licensee shall, including at its own cost, during the provisions term of this Article VAgreement and for a period of [...***...] thereafter, shall constitute a waiver or limitation maintain insurance which is reasonable and customary in the United States of America pharmaceutical industry for companies of comparable size and activities, and in any rights which Indemnitee may have under applicable lawevent: (a) listing Shire and the Indemnitees (as defined in the License Agreement) as additional insureds on the policy by no later than October 1, including without limitation, the right to implied indemnity.2004;

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant In issuing Tickets and in offering transportation between points listed in Appendix A, AMTRAK, its operating carriers, officers employees, agents and servants, shall indemnifynot be liable for, and CARRIER agrees to defend, indemnify and hold harmless University harmless, AMTRAK, its operating carriers, its officers, employees, agents and servants, from and against any and all claims, demands, actions, proceedings, suits, costs, expenses, judgments, damages and liabilities (including reasonable attorneys’ fees and expenses) of whatsoever nature and by whomsoever made, brought or recovered as a result of loss or damage to property or injury or death to persons, directly related to transportation services of CARRIER. B. In providing transportation between points listed in Appendix A, CARRIER, its Regentsoperating carriers, officers, employees, agentsagents and servants, shall not be liable for, and representatives (collectivelyAMTRAK agrees to defend, “Indemnitee”)indemnify and hold harmless, CARRIER, its operating carriers, officers, employees, agents and servants, from and against any and all liabilityclaims, demands, claimsactions, proceedings, suits, costs, damagesexpenses, judgments, damages and liabilities (including attorneys’ fees and expenses) of whatsoever nature and by whomsoever made, brought or recovered as a result of loss or damage to property or injury including deathor death to persons, settlementsdirectly related to transportation services of AMTRAK. C. In the event that any claim is made or suit is commenced against either party hereto asserting a liability, as defined herein, of the other party, such party shall give prompt written notice to the other party hereto, and expenses shall furnish all available communications, legal processes, data, papers, records, and other information material to such claim or suit as such other party may from time to time request. D. CARRIER shall procure and maintain, at its own cost and expense during the entire period of performance under this Agreement, the types of insurance specified below. The CARRIER shall submit a certificate of insurance giving evidence of the required coverage, prior to the commencement of transportation services and on an annual basis thereafter. All insurance shall be procured from insurers authorized to do business in the jurisdiction (s) where transportation services are to be performed. The insurance shall provide for thirty (30) day written notice to be given to AMTRAK in the event coverage is substantially changed, canceled, or not renewed. 1. Worker’ Compensation Insurance, complying with the requirements of the statutes of the jurisdiction (s) in which the transportation services will be performed, covering all employees of the CARRIER. Employer’s Liability coverage with limits of liability of not less than $1,000,000 each accident or illness shall be included. 2. Comprehensive General Liability Insurance, covering liability imposed upon the CARRIER with respect to all services to be provided and all obligations assumed by the CARRIER under the terms of this Agreement, including contractual liability coverage. AMTRAK shall be named as an additional insured with respect to services to be provided under this Agreement. Coverage under this policy, or policies, shall have limits of liability of not less than $ 2,000,000 Dollars per occurrence, combined single limit for bodily injury and property damage (including without limitationloss of use) liability. 3. Automobile Liability Insurance, interest and penalties) incurred by Indemnitee (“Losses”) covering the liability of the CARRIER arising out of the performance use of all owned, non-owned, hired, rented or leased vehicles which bear, or are required to bear, license plates according to the laws of the jurisdiction in which they are to be operated. AMTRAK shall be named as an additional insured with respect to services or Consultants other obligations to be provided in connection with this Agreement. Coverage under this Agreementpolicy shall have limits of liability of not less than $ 5,000,000 per occurrence, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultantcombined single limit, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defendbodily injury, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or property damage liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall a) The Sponsor will fully release, indemnify, defend, and hold harmless University and defend the TA and its Regentsdirectors/councilmembers, officers, employees, agents, employees and representatives agents (collectively, “IndemniteeIndemnitees”), ) against all liability, demands, claims, costssuits, damagesactions, injury including death, settlementscosts or expenses arising from loss of or damage to property, and expenses injuries to or death of any person (including without limitation, interest and penaltiesbut not limited to the property or employees of each Party) incurred by Indemnitee (“Losses”) when arising out of or resulting from any act or omission by the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of ConsultantSponsor, its officers, agents, employees, subcontractorscontractors or subcontractors in connection with any aspect of the Project, subconsultantsincluding Project design, construction and/or maintenance. b) The Sponsor will also fully release, indemnify, hold harmless and defend the Indemnitees from and against any and all claims or suits that may be brought by any of the Sponsor's contractors or subcontractors performing work in connection with or related to the Project. c) The Sponsor's obligation to defend includes the payment of all attorneys' fees and all other costs and expenses of suit, and if any judgment is rendered, or settlement entered, against any Indemnitee, the Sponsor must, at its expense, satisfy and discharge the same. Indemnitees may require the Sponsor to obtain counsel satisfactory to the Indemnitees. d) The Sponsor will fully release, indemnify, hold harmless and defend the Indemnitees against any and all claims and expenses associated with the response to, removal and remediation of the release of hazardous chemicals or substances related to implementation of the Scope of Work, including without limit, payment of any fines or penalties levied by any agency as a result of such release. For purposes of this paragraph, the term "claims" includes (1) all notices, orders, directives, administrative, or judicial proceedings, fines, penalties, fees, or charges imposed by any governmental agency with jurisdiction; and (2) any claim, cause of action, or administrative or judicial proceeding brought against the Indemnitees for any loss, cost (including reasonable attorneys' fees), damage or liability, sustained or suffered by any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreemententity, including the provisions Indemnitees. e) This indemnification will survive termination or expiration of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnityFunding Agreement.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a) To the fullest extent permitted by law, Contractor shall indemnify, defend, indemnify and hold harmless University the Commonwealth, Mass Tech Collaborative, and its Regentseach of their respective agents, officers, employeesdirectors and employees (together with the Commonwealth and Mass Tech Collaborative, agents, the "Covered Persons") from and representatives (collectively, “Indemnitee”), against any and all liability, demandsloss, claims, costs, damages, injury including deathfines, settlementspenalties, costs and expenses (including without limitationreasonable attorney's fees), interest judgments and penaltiesawards (collectively, "Damages") sustained, incurred or suffered by Indemnitee or imposed upon any Covered Person resulting from (“Losses”i) arising out any breach of the performance this Agreement or false representation of services or Consultants other obligations Contractor under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1ii) the any negligent acts or omissions or reckless or intentional misconduct of ConsultantContractor or any of Contractor's agents, its officers, agentsdirectors, employeesemployees or subcontractors. Without limiting the foregoing, subcontractors, subconsultants, Contractor shall indemnify and hold harmless each Covered Person against any and all Damages that may directly or any person indirectly arise out of or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) may be imposed because of the breach by Indemnitor of any of failure to comply with the provisions of this Agreement; applicable law by Contractor or (3) willful misconduct by Indemnitorany of its agents, officers, directors, employees or subcontractors. 2b) Contractor shall promptly advise Mass Tech Collaborative in writing of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and the Contractor, at Contractor's expense, shall assume on behalf of Mass Tech Collaborative and conduct with due diligence and in good faith the defense of such action, proceeding or investigation, with counsel satisfactory to Mass Tech Collaborative; provided, however, that Mass Tech Collaborative shall have the right to be represented by advisory counsel of its own selection and at its own expense; and, provided, further, that if the defendants in any such action include both Contractor and Mass Tech Collaborative, and if Mass Tech Collaborative shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to Contractor, Mass Tech Collaborative shall have the right to select separate counsel to participate in the defense of such action on its own behalf at Contractor's expense. The indemnification obligations of Contractor under this Article V subsection shall not be limited by any assertion or finding that (1) survive the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any expiration of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing c) Contractor shall, at its own expense, procure and maintain in effect through the term of this Agreement insurance coverage for its activities under this Agreement of the type at the levels specified in this AgreementSection 11, which shall protect the Contractor and Mass Tech Collaborative against all claims, losses or expenses resulting from alleged, adjudicated or statutory liability for injury to persons or damage to property arising out of or in connection with the Contractor's performance of the Work. The insurance required by this Section 11 shall include all major divisions of coverage, and shall be on a comprehensive general basis including the provisions of this Article VPremises and Operations (including-C-U), Owner's and Contractor's Protective, Products and Completed Operations, and Owned, Nonowned, and Hired Motor Vehicles. d) All insurance shall be written on an occurrence basis, unless Mass Tech Collaborative approves in writing coverage on a claims-made basis. Coverages, whether written on an occurrence or claims-made basis, shall constitute a waiver or limitation be maintained without interruption from date of commencement of the Work until date of final payment and termination of any rights which Indemnitee may have under applicable coverage required to be maintained after final payment. Mass Tech Collaborative shall be added as an Additional Insured on all policies. e) The insurance required by Section 11 shall be written for not less than the following, or greater if required by law, including without limitation, the right to implied indemnity.:

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) SELLER shall indemnify, defend, and hold harmless University CUSTOMER and its Regentsaffiliates, officers, agents, and employees, from all claims, suits, actions, demands, damages, liabilities, expenses (including fees and disbursements of counsel), judgments, settlements and penalties of every kind based on (i) personal injury, death, or property damage to the extent any of the foregoing is proximately caused by either any defective PRODUCT provided by SELLER, its officers, employees, subcontractors or agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred or by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent or willful acts or omissions of ConsultantSELLER, its officers, employees, subcontractors or agents, or (ii) strict liability in tort or products liability of any other kind in connection with any PRODUCT provided by SELLER, its officers, employees, subcontractorssubcontractors or agents or the use, subconsultantsresale or distribution of any such PRODUCT by CUSTOMER. The foregoing indemnity, to the extent permitted by law, shall apply in the case of all claims that arise from the negligence, misconduct or other fault of CUSTOMER, provided, however, that if a claim is the result of the joint negligence, joint misconduct, or any person or entity for whom Consultant is responsible (collectivelyjoint fault of SELLER and CUSTOMER, “Indemnitor”); (2) the breach by Indemnitor of any amount of the provisions claim for which CUSTOMER is entitled to indemnification shall be limited to that portion of such claim that is attributable to the negligence, misconduct or other fault of SELLER. The obligations of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V provision are in addition to SELLER obligation to provide insurance and shall not be limited by any assertion limitation on the amount or finding that type of damages, compensation or benefits payable by SELLER under the Worker's Compensation Acts, Longshoremen and Harborworker's Act, Disability Benefits Act or any other employee benefit act. (1b) CUSTOMER shall promptly notify SELLER in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, SELLER shall assume the person or entity indemnified is liable by reason defense of non-delegable dutysuch claim with counsel reasonably satisfactory to CUSTOMER. If SELLER fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to CUSTOMER, or (2) if, in the Losses were caused in part by reasonable judgment of CUSTOMER, a direct or indirect conflict of interest exists between the negligence of, breach of contract byparties with respect to the claim, or violation if in the sole judgment of law CUSTOMER the assumption and conduct of the defense by IndemniteeSELLER would materially and adversely affect CUSTOMER in any manner or prejudice its ability to conduct a successful defense, then CUSTOMER shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of SELLER. The obligation Notwithstanding the above, if CUSTOMER in its sole discretion so elects, CUSTOMER may also participate in the defense of such actions by employing counsel at its expense, without waiving SELLER's obligations to defend indemnify or defend. SELLER shall arise regardless of not settle or compromise any claim or assertion that Indemnitee caused or contributed consent to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach entry of any judgment without the prior written consent of the provisions CUSTOMER and without an unconditional release of this Agreement; all liability by each claimant or plaintiff to CUSTOMER. (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against SELLER agrees to maintain during the term all loss, cost, expense, royalties, claims for damages insurance or liability, in bonds required by law or in equitythis Agreement, including, without limitation, attorney fees, court costsbut not limited to (i) Worker's Compensation and related insurance as prescribed by the law of the state in which SELLER's services are performed or PRODUCT are delivered; (ii) employer's liability insurance with limits of at least one million dollars ($1,000,000) for each occurrence, and other litigation expenses (iii) comprehensive general liability insurance including products liability, and, if the use of motor vehicles is required, comprehensive motor vehicle liability insurance, each with limits of at least two million dollars ($2,000,000) for combined single limit for bodily injury, including death, and/or property damage. SELLER shall cause CUSTOMER to be included as an additional insured under said policies (as "GTE Corporation and its affiliates and subsidiaries") and CUSTOMER's coverage under such policies shall be primary. SELLER shall waive its rights of subrogation against CUSTOMER for Workers' Compensation claims. SELLER shall, prior to rendering such services, furnish certificates or evidence of the foregoing insurance indicating the amount and nature of such coverage, the expiration date of each policy, and stating that may at no material change or cancellation of any time arise or such policy shall be set up effective unless thirty (30) days' prior written notice is given to CUSTOMER. (d) Additional INDEMNIFICATION AND INSURANCE responsibilities and obligations for any infringement (or alleged infringementthe manufacturer(s) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity the PRODUCT(s) are contained in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.EXHIBIT H.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) Supplier shall indemnifyrelease, defend, and hold harmless University and indemnify Buyer (who shall control its Regentsown defense), its affiliates and its/their respective directors, officers, employees, agentsrepresentatives, successors, assigns, distributors, dealers, affiliates, customers and representatives (collectivelyall other users of the Products and/or Services and Deliverables during the term of this Contract and thereafter, “Indemnitee”), from and against any and all liabilityactual or alleged claims, demands, claimslosses, judgments, damages, costs, damagesexpenses or liabilities (including attorney fees, injury overhead and court costs), including without limitation claims for death, settlementspersonal injury, and expenses (or property damage, resulting from, arising out of or in any way connected with any act, failure to act, neglect or omission of Supplier or Supplier Personnel during the performance of this Contract, including without limitation: (i) breach of any Supplier representations or warranties hereunder; (ii) any failure of Products and/or Services and Deliverables to comply with applicable specifications (functional, interest design or otherwise), requirements or certifications hereunder; (iii) the negligence, willful misconduct or other tortious conduct of Supplier or Supplier Personnel in design, manufacture or otherwise with respect to Products or Deliverables or parts therefor, in Services rendered hereunder or otherwise in connection herewith; (iv) claims based on strict or product liability relating to Products and/or Deliverables; (v) failure to warn or inadequate warnings or instructions; (vi) failure of Products and/or Deliverables to perform in accordance with their intended use; and penalties(vii) incurred (A) representations or statements of Supplier or Supplier Personnel to third parties on behalf of Buyer not specifically authorized by Indemnitee Buyer in this Contract nor otherwise authorized in advance and in writing by Buyer, and (“Losses”B) arising out a violation by Supplier or Supplier Personnel of any applicable law, regulation or order. Buyer reserves the right to settle all such claims at its own expense, but such settlement shall not relieve Supplier from any of its liabilities under this Contract. Supplier agrees to include this clause in all related subcontracts. Upon Xxxxx’s request, Supplier shall advance all attorneys’ fees and other dispute resolution expenses related to any indemnified claim. The provisions of this Section 18 shall survive the termination or expiration of this Contract. (b) For the duration of this Contract and for a period of six (6) years from the date of provision of the performance Products and/or Services and Deliverables, Supplier shall maintain, through insurers with a minimum A.M. Best rating of services A-VII or Consultants other obligations under this AgreementS&P A or the equivalent in those jurisdictions that do not recognize such rating classification and licensed in the jurisdiction where Products and Deliverables are sold and/or where Services are performed, but only the following insurance: (i) Commercial General/Public Liability, on an occurrence form, in proportion to and to the extent such Losses are caused by or result from minimum amount of USD $5,000,000.00 per occurrence with coverage for: (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”)bodily injury/property damage; (2) the breach by Indemnitor of any of the provisions of this Agreementpersonal/advertising injury; or and (3) willful misconduct by Indemnitor. 2. The indemnification obligations under products/completed operations liability, including coverage for contractual liability insuring the liabilities assumed in this Article V shall Contract, with all such coverages in this Section 18(b) applying on a primary basis, providing for cross liability, not be limited by being subject to any assertion or finding that self-insured retention and being endorsed to name Current, its Affiliates, directors, officers, agents and employees as additional insureds; (1ii) the person or entity indemnified is liable by reason of Business Automobile Liability Insurance covering all owned, hired and non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor owned vehicles used in the performance of this Agreement. 4Contract in the amount of USD $2,000,000.00 combined single limit each occurrence; (iii) Employers’ Liability in the amount of USD $3,000,000.00 each accident, injury or disease; (iv) Property Insurance on an “All risk” basis covering the full replacement cost value of all of Buyer’s property in Supplier’s care, custody or control, with such policy being endorsed to name Buyer as “Loss Payee” as its interests may appear; (v) if Supplier will have access to Buyer’s funds or accounts, Crime Insurance (also known as Employee Dishonesty insurance / Fidelity Bond) in an amount of not less than $1,000,000 covering all Supplier Personnel and including a Client’s Interest endorsement or Insuring Agreement specifying that coverage extends to Buyer’s property in the event of any theft of Buyer money or property, or money or property of others for which Buyer is responsible; and (vi) appropriate Workers’ Compensation Insurance protecting Supplier from all claims under any applicable Workers’ Compensation or Occupational Disease Act. Nothing Supplier shall obtain coverage similar to Workers’ Compensation and Employers’ Liability for each Supplier employee performing work under this Contract outside of the U.S. To the extent that this Contract is for professional Services, Supplier shall maintain Professional Errors and Omission Liability insurance in this Agreementthe minimum amount of $5,000,000.00 per claim; if Supplier will have access to Buyer’s IT systems or restricted data, coverage must also include loss of and/or mishandling of data containing private or confidential information of Buyer or others for which Xxxxx is responsible, and failure to prevent unauthorized access to, or use of, Buyer’s systems or data. If the scope of Services involves the potential for an environmental release, Supplier shall maintain Environmental Impairment (also known as Pollution) Liability with a limit of not less than $10,000,000 per occurrence covering on-site and off- site bodily injury and property damage, including clean-up cost as a result of pollution conditions arising from the provisions Supplier’s operations, including completed operations. If coverage is provided on a claims-made form, the retroactive date must precede the effective date of this Article VContract and provide for continuity in cover for o n e (1) year after the completion of the Services. If any insurance is on a claims-made basis, the retro date must precede the date of issuance of this Contract and Supplier must maintain continuity of coverage for three (3) years following termination, expiration and/or completion of this Contract. Insurance specified in sub-sections 18(b)(i), (ii) and (iii) shall be endorsed to provide a waiver of subrogation in favor of Buyer, its Affiliates and its and their respective employees for all losses and damages covered by the insurances required in such subsections. The application and payment of any self-insured retention or deductible on any policy carried by Supplier shall be the sole responsibility of Supplier. Should Buyer be called upon to satisfy any self-insured retention or deductible under Supplier’s policies, Buyer may seek indemnification or reimbursement from Supplier where allowed by law. Upon request by Xxxxx, Supplier shall provide Buyer with a certificate(s) of insurance evidencing that the required minimum insurance is in effect. The certificate(s) of insurance shall reference that the required coverage extensions are included on the required policies. Upon request by Xxxxx, copies of endorsements evidencing the required additional insured status, waiver of subrogation provision and/or loss payee status shall be attached to the certificate(s) of insurance. Acceptance of such certificate(s), which are not compliant with the stipulated coverages, shall constitute a waiver in no way whatsoever imply that Buyer has waived its insurance requirements or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.other obligations set forth herein. The above-referenced insurance limits in subsections (i),

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall To the fullest extent permitted by law, Xxxxxx agrees to indemnify, defend, save harmless and hold harmless University defend Buyer and its Regentsaffiliated companies, their directors, officers, employees, agentsagents and customers (“Indemnitees”) from and against any loss, and representatives (collectively, “Indemnitee”), against all liability, demands, claimsliabilities, costs, damagesexpenses, injury suits, actions, claims and all other obligations and proceedings, including death, settlementswithout limitation all judgments rendered against, and expenses (including without limitationall fines and penalties imposed upon, interest Indemnitees and penalties) incurred by Indemnitee all attorney's fees and any other cost of litigation (“LossesLiabilities”) arising out of a breach hereof, warranty claims, product recall claims, product liability claims, injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable lawSeller, including without limitation, breach of contract, breach of warranty or product liability; provided, however, that Seller's obligation to indemnify Buyer shall not apply to any liabilities solely arising from Buyer's negligence. Xxxxxx agrees to indemnify, save harmless and defend Indemnitees from and against all Liabilities arising out of actual or alleged infringement, including infringement of any patent, trademark or copyright relative to the goods. B. At Seller’s own cost, Seller shall procure and maintain policies of insurance with reputable insurers with AM Best Company’s or similar which have a financial rating of not less than “A-:VII” or “Excellent” or the equivalent from a reputable rating agency (such as Standard and Poor’s). The policies of insurance shall be written on an occurrence basis or on a claims made basis in which event insurance shall be maintained during the term of this Agreement. The Seller shall maintain insurance coverage in amounts not less than the following: (a) Worker's Compensation – Statutory Limits for the state or states in which this Agreement is to be performed (or evidence of authority to self-insure); (b) Employer's Liability – $1,000,000; (c) Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and (d) Automobile Liability (including owned, non-owned and hired vehicles) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage). All insurance shall apply separately to each insured and additional insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. The Seller’s insurance coverage is primary and noncontributory to that of Xxxxx’s. The Seller must cover Buyer, its parent, subsidiaries and affiliates and their respective officers, directors, and employees as additional insureds and listed on the executed Certificate of Insurance. All insurance coverages shall include a waiver of subrogation in favor of Xxxxx, its parents, subsidiaries and affiliates and their respective officers, directors and employees. Upon the execution and agreement of this document, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance maintained by Seller. Such certificates shall provide that Buyer will receive 30 days prior written notification from the insurer of any termination or reduction in the amount or scope of coverages. Renewal certificates, as required, shall be forwarded to Buyer until the Seller completes the work as specified in this Agreement. Seller's purchase of insurance coverage and the furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Agreement. In the event of Seller's breach of this provision, Buyer shall have the right to implied indemnitycancel the undelivered portion of any goods or services covered by this Agreement and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant SUPPLIER shall indemnify, defend, and hold harmless University UNCP, the State of North Carolina (if applicable), and its Regentsthe UNCP Board of Trustees, and each of their respective trustees, directors, officers, employees, agentsrepresentatives, and representatives volunteers (collectively, collectively “IndemniteeParties”), ) from and against any and all liability, demands, claims, costs, damages, costs or losses, and from and against any and all claims for damages, including damages for bodily injury including or death, settlementssustained by any person, including the employees of SUPPLIER, and expenses (from and against any and all damages to property, including without limitationloss of use, interest and penalties) incurred including property of UNCP, caused by Indemnitee (“Losses”) or arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion alleged or claimed to and to the extent such Losses are have been caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any to have arisen out of the provisions negligence or willful misconduct of SUPPLIER or its agents or employees in connection with SUPPLIER activities pursuant to this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1b) the person breach of or entity indemnified is liable failure to perform any provision of this Agreement by SUPPLIER, its employees or agents. SUPPLIER shall at its own cost and expense defend any such claim, suit, action or proceeding, whether groundless or not, which may be commenced against the Parties by reason thereof, or in connection therewith, and SUPPLIER shall pay any and all judgments which may be recovered in any such claim, suit, action or proceeding, and defray any and all expenses, including costs and attorney’s fees, which may be incurred in connection with or by reason of non-delegable dutysuch claim, suit, action or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemniteeproceeding. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant UNCP shall indemnify, defend, and save hold SUPPLIER harmless Indemnitee from and against all lossliability, costdamages or losses, expense, royalties, and from and against any and all claims for damages damages, including for bodily injury or liabilitydeath, in law which may be sustained or in equity, including, without limitation, attorney fees, court costsclaimed to be sustained by any person including the employees of UNCP, and other litigation expenses that may at from and against any time arise or be set up for any infringement (or alleged infringement) and all damages to property, including loss of any patentuse, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence and including property of the use UNCP, caused by Indemnitee or arising out of any documents (including any method, process, product, concept specified or depicted) supplied claimed to have been caused by Indemnitor or to have arisen out of the negligence or willful misconduct of UNCP or its agents or employees in the connection with UNCP’s performance of this Agreement. 4. Nothing in The right of a Party (the “Indemnified Party”) to indemnification under this Agreement, including Agreement shall be conditioned upon the provisions of this Article V, shall constitute a waiver or limitation following: prompt written notice to the Party obligated to provide indemnification (the “Indemnifying Party”) of any rights claim, action or demand for which Indemnitee may indemnity is claimed; control of the investigation, preparation, defense and settlement thereof by the Indemnifying Party; and reasonable cooperation by the Indemnified Party, at the Indemnifying Party’s request and expense, in the defense of the claim. The Indemnified Party shall have under applicable law, including without limitation, the right to implied indemnityparticipate in the defense of a claim with counsel of Indemnifying Party’s choice and at its expense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment that imposes any liability upon, obligates in any way, or in any way disparages, the Indemnified Party. Consequential Damages. WITH THE EXCEPTION OF WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES (INCLUDING PUNITIVE DAMAGES AND LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SUPPLIER shall always maintain in force during the term of this Agreement the following insurance, it being understood that minimum required policy limits may be provided through a combination of primary and excess insurance: Worker's Compensation: Statutory limits in accordance with the appropriate State of North Carolina jurisdiction, including Employer’s liability (with minimum $1,000,000 per accident for bodily injury or disease).

Indemnification and Insurance. A. INDEMNIFICATION 1. (a) The GWMA shall include in the agreements with the Consultant shall indemnify, an indemnification clause requiring the Consultant to defend, indemnify and hold harmless University each of the Permittees and its Regentsthe GWMA, their officers, employees, and agents, from and representatives (collectivelyagainst any and all liabilities, “Indemnitee”)actions, against all liabilitysuits, proceedings, claims, demands, claimslosses, costs, damagesand expenses, including legal costs and attorney’s fees, for injury to or death of person(s), for damage to property (including deathproperty owned by the GWMA or any Permittee) resulting from negligent or intentional acts, settlementserrors and omissions committed by Consultant, their officers, employees, and expenses (including without limitationother representatives and agents, interest and penalties) incurred by Indemnitee (“Losses”) arising out of or related to Consultant’s performance under its agreement with the GWMA. (b) Each Permittee shall defend, indemnify and hold harmless the other Parties and their officers, employees, and other representatives and agents from and against any and all liabilities, actions, suits proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorney’s fees, for injury to or death of person(s), for damage to property (including property owned by the GWMA and any Permittee) for negligent or intentional acts, errors and omissions committed by the indemnifying Permittee or its officers, employees, and agents, arising out of or related to that Xxxxxxxxx’s performance of services or Consultants other obligations under this AgreementMOU, but only in proportion to and to the extent except for such Losses are loss as may be caused by GWMA’s or result any other Party’s negligence or that of its officers, employees, or other representatives and agents other than the Consultant. (c) The GWMA shall defend, indemnify and hold harmless the Permittees, their officers, employees, and other representatives and agents of the Permittees, from and against any and all liabilities, actions, suits proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorney’s fees, for injury to or death of person(s), for damage to property (1including property owned by the Permittees) the and for negligent acts or intentional acts, errors and omissions of Consultantcommitted by GWMA, its officers, employees, and agents, employees, subcontractors, subconsultants, arising out of or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations related to GWMA’s performance under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconductMOU. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant 8.1 The CONTRACTOR shall indemnify, defend, indemnify and hold PMF free and harmless University from and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liabilityany claims, demands, claimsjudgments, losses, damages, costs, damages, injury including death, settlements, and or expenses (including without limitation, interest reasonable attorney’s fees and penaltiescourt costs) incurred by Indemnitee (“LossesClaim”) relating to the use or marketing of any Products arising out from or based upon the wilful misconduct or grossly negligent or fraudulent acts or omissions of the performance of services CONTRACTOR or Consultants other its employees or agents, in connection with its obligations under this Agreement, but only in proportion to and provided that the CONTRACTOR shall not be liable under this indemnity to the extent that any such Losses are caused by Claims arise as a result of any wilful misconduct or result from (1) the grossly negligent or fraudulent acts or omissions of ConsultantPMF or its employees or agents. 8.2 PMF shall indemnify and hold the CONTRACTOR free and harmless from and against any claims, demands, judgments, losses, damages, costs, or expenses (including reasonable attorney’s fees and court costs) (“Claim”) relating to the use or marketing of any Products arising from or based upon the wilful misconduct or grossly negligent or fraudulent acts or omissions of PMF or its officers, employees or agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification in connection with its obligations under this Article V Agreement, provided that PMF shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except under this indemnity to the extent that any such defense costs arise, under principles Claims arise as a result of comparative fault, from Indemnitor’s (a) any wilful misconduct or grossly negligent or fraudulent acts or omissions; omissions of the CONTRACTOR or its employees or agents. 8.3 Section 11 (b“Conduct of Claims”) breach of the Insulin Agreement shall govern the procedure for the treatment of any Claim that arises pursuant to Section 8.1 or Section 8.2 above. The definitions in this Agreement shall take precedence over the definitions in the Insulin Agreement in the interpretation of the provisions Section 11 (“Conduct of this Agreement; or (c) willful misconductClaims”). 3. Consultant shall indemnify8.4 Each Party, defend, and save harmless Indemnitee from and against all loss, cost, at its expense, royaltiesshall obtain, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, maintain and provide evidence to the other litigation expenses Party that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of it has obtained and maintains adequate insurance cover to cover the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of Claims arising under this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall indemnify, defend, Landlord will not be liable for and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, Tenant hereby releases Landlord from any liability or expense associated with any damage or injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible property (collectively, “Indemnitor”); (2including any person or property of Tenant or anyone claiming under Tenant) the breach by Indemnitor of any which arises directly in connection with Tenant's use or occupancy of the provisions of this Agreement; Leased Premises or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) common areas serving the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University Building except to the extent such defense liability or expense, damage or injury arises out of the fault or negligence of Landlord. Tenant shall defend, indemnify and hold harmless Landlord and Landlord's officers, directors, partners, agents and employees (collectively, the "Landlord Indemnities") from and against any and all claims, causes of action, losses, deficiencies, liabilities, obligations, damages, penalties, punitive damages, costs ariseand expenses including without limitation reasonable legal, under principles accounting and consulting fees (collectively, the "Landlord Claims"), arising out of comparative fault, or resulting from Indemnitor’s (a) negligent acts or omissions; any default by Tenant under this Lease, (b) breach use or occupancy of the Leased Premises or any common areas serving the Building by Tenant or its agents, employees or contractors (each a "Tenant Party") or the conduct of any activity in or on any of the Building or Leased Premises by Tenant or any Tenant Party prior to, on and after the Commencement Date, and (c) any accident or injury or damage in or to person resulting from Tenant or any Tenant Party's negligence or fault. Tenants indemnification shall not apply to the extent that any Landlord Claims are caused directly by the negligence or fault of Landlord or any Landlord Indemnity. Except as provided above, Landlord shall defend, indemnify and hold harmless Tenant and Tenant's officers, directors, shareholders, agents and employees collectively, the "Tenant Indemnitees") from and against any and all claims, causes of action, losses, deficiencies, liabilities, obligations, damages, penalties, punitive damages, costs and expenses including without limitation reasonable legal, accounting and consulting fees (collectively, the "Tenant Claims"), arising directly out of or resulting directly from (a) any inaccuracy or misrepresentation of any of the representations, warranties, covenants or agreements made by Landlord in this Lease or in any document, certificate or affidavit delivered by Landlord pursuant to provisions hereof or any other breach of this Agreement; Lease, (b) use or occupancy of the Building or Leased Premises by Landlord or its agents, employees or contractors (each a "Landlord Party"), or the conduct of any activity in or on any of the Building or Leased Premises by Landlord or any Landlord Party or in any way related to Landlord or Landlord's Party's activities conducted on or related to its use and/or ownership of the Building or Leased Premises prior to, on and after the Commencement Date, and (c) any accident or injury or damage in or to person resulting from Landlord or any Landlord Party's negligence or fault. Landlord's indemnification shall not apply to the extent that any Tenant Claims are caused directly by the negligence or willful misconductmisconduct of any Tenant or any Tenant Indemnitee. The parties respective obligation under this Section 15 shall survive the termination of this Lease. 3(a) comprehensive public liability insurance for personal injury and property damage with liability limits of not less than $1,000,000 for injury to one person, $5,000,000 for injury from one occurrence and $1,000,000 for property damage; and (b) extended coverage insurance on all personal property and trade fixtures stored or placed by Tenant in or about the Leased Premises in an amount equal to the full replacement value thereof. Consultant Tenant may procure an umbrella policy sufficient to meet any of Landlord's insurance requirements. Each insurance policy required to be maintained by Tenant hereunder will name Landlord as an additional insured and will specifically provide that such insurance policy cannot be terminated without giving at least 30 days prior written notice to Landlord. Landlord shall indemnify, defend, obtain and save harmless Indemnitee from keep in full force and effect throughout the Term (i) "All risk" insurance against all loss, cost, expense, royalties, claims for damages loss or liability, in law or in equity, including, without limitation, attorney fees, court costs, damage by fire and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of casualty to the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this AgreementBuilding, including the provisions Improvements and all other alterations, in an amount equal to 100% of the replacement cost thereof, and (2) a policy of commercial general liability and property damage insurance on an occurrence basis with a broad form contractual liability endorsement, in such amounts as reasonably determined by Landlord from time to time (but in amounts carried by reasonably prudent Landlords of comparable first class buildings in the Lake County, Illinois area). On or prior to the date of execution of this Article VLease, each party shall constitute a waiver or limitation deliver to the other appropriate certificates of any rights which Indemnitee may have under applicable lawinsurance, including without limitation, the right to implied indemnityevidence of waivers of subrogation required below.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall Xxxxxxx agrees to indemnify, defend, defend and hold harmless University and the University, its Regentstrustees, officers, agents and representatives and employees, agentsincluding the Principal Investigator from any and all losses, and representatives (collectivelyinjuries, “Indemnitee”)harm, against all liability, demandsliabilities, claims, costsactions, damagessuits, costs and expenses, including, reasonable attorney’s fees, for personal injury (including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) or economic loss arising out of or connected with the performance of services or Consultants other obligations the Study, including the use by Sponsor of Study results. The obligation of indemnification under this Agreement, but only in proportion to and Section shall not apply to the extent such Losses that liabilities are caused by (i) failure of the University and/or Principal Investigator to use the Study Drug/Device in accordance with the Protocol or result from other written instructions of Sponsor or (1ii) the negligent acts or omissions negligence and willful misconduct of Consultant, its officers, agents, employees, subcontractors, subconsultants, Principal Investigator or any person or entity other employee of University. Deviations from the Protocol for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor reasons of any patient safety that may arise out of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The medical necessity shall not nullify Sponsor's indemnification obligations under this Article V hereunder; provided that University’s actions related to such deviations do not constitute negligence. University shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless promptly notify Sponsor of any claim or assertion that Indemnitee caused or contributed suit against any party to the Losses. Indemnitor’s reasonable defense costs (including attorney be indemnified hereunder, and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except allow Sponsor to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach have full control of any disposition or settlement of the provisions of this Agreement; such claim or (c) willful misconduct. 3. Consultant shall indemnify, defendsuit, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages shall fully cooperate with Sponsor regarding such disposition or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in settlement. During the performance of this Agreement. 4. Nothing , Sponsor warrants that it has and shall maintain sufficient general and product liability insurance to meet its indemnification obligation in this Agreement. Sponsor agrees that such coverage shall be in an amount not less than $1,000,000 per occurrence, including $3,000,000 in the provisions aggregate and shall provide evidence of such coverage upon University’s request. Sponsor shall further provide written notice to University at least thirty (30) days prior to the cancellation, non-renewal or material change in such insurance. The amount of Sponsor’s insurance coverage shall not be construed as creating a limit on Sponsor’s indemnification obligations assumed herein. University policy requires Sponsor to select one of the foregoing OPTIONS with respect to the manner in which payment for Subject Injury Costs will be handled under this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnityAgreement.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) Supplier shall indemnifyrelease, defend, and hold harmless University and indemnify Buyer (who shall control its Regentsown defense), its affiliates and its/their respective directors, officers, employees, agentsrepresentatives, successors, assigns, distributors, dealers, affiliates, customers and representatives (collectivelyall other users of the Products and/or Services and Deliverables during the term of this Contract and thereafter, “Indemnitee”), from and against any and all liabilityactual or alleged claims, demands, claimslosses, judgments, damages, costs, damagesexpenses or liabilities (including attorney fees, injury overhead and court costs), including without limitation claims for death, settlementspersonal injury, and expenses (or property damage, resulting from, arising out of or in any way connected with any act, failure to act, neglect or omission of Supplier or Supplier Personnel during the performance of this Contract, including without limitation: (i) breach of any Supplier representations or warranties hereunder; (ii) any failure of Products and/or Services and Deliverables to comply with applicable specifications (functional, interest design or otherwise), requirements or certifications hereunder; (iii) the negligence, willful misconduct or other tortious conduct of Supplier or Supplier Personnel in design, manufacture or otherwise with respect to Products or Deliverables or parts therefor, in Services rendered hereunder or otherwise in connection herewith; (iv) claims based on strict or product liability relating to Products and/or Deliverables; (v) failure to warn or inadequate warnings or instructions; (vi) failure of Products and/or Deliverables to perform in accordance with their intended use; and penalties(vii) incurred (A) representations or statements of Supplier or Supplier Personnel to third parties on behalf of Buyer not specifically authorized by Indemnitee Buyer in this Contract nor otherwise authorized in advance and in writing by Buyer, and (“Losses”B) arising out a violation by Supplier or Supplier Personnel of any applicable law, regulation or order. Buyer reserves the right to settle all such claims at its own expense, but such settlement shall not relieve Supplier from any of its liabilities under this Contract. Supplier agrees to include this clause in all related subcontracts. Upon Xxxxx’s request, Supplier shall advance all attorneys’ fees and other dispute resolution expenses related to any indemnified claim. The provisions of this Section 18 shall survive the termination or expiration of this Contract. (b) For the duration of this Contract and for a period of six (6) years from the date of provision of the performance of services or Consultants other obligations under this AgreementProducts and/or Services and Deliverables, but only in proportion to and to the extent such Losses are caused by or result from Supplier shall maintain, through insurers with a minimum (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”)bodily injury/property damage; (2) the breach by Indemnitor of any of the provisions of this Agreementpersonal/advertising injury; or and (3) willful misconduct by Indemnitor. 2. The indemnification obligations under products/completed operations liability, including coverage for contractual liability insuring the liabilities assumed in this Article V shall Contract, with all such coverages in this Section 18(b) applying on a primary basis, providing for cross liability, not be limited by being subject to any assertion or finding that self-insured retention and being endorsed to name Current, its Affiliates, directors, officers, agents and employees as additional insureds; (1ii) the person or entity indemnified is liable by reason of Business Automobile Liability Insurance covering all owned, hired and non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor owned vehicles used in the performance of this Agreement. 4Contract in the amount of USD $2,000,000.00 combined single limit each occurrence; (iii) Employers’ Liability in the amount of USD $3,000,000.00 each accident, injury or disease; (iv) Property Insurance on an “All risk” basis covering the full replacement cost value of all of Buyer’s property in Supplier’s care, custody or control, with such policy being endorsed to name Buyer as “Loss Payee” as its interests may appear; (v) if Supplier will have access to Buyer’s funds or accounts, Crime Insurance (also known as Employee Dishonesty insurance / Fidelity Bond) in an amount of not less than $1,000,000 covering all Supplier Personnel and including a Client’s Interest endorsement or Insuring Agreement specifying that coverage extends to Buyer’s property in the event of any theft of Buyer money or property, or money or property of others for which Buyer is responsible; and (vi) appropriate Workers’ Compensation Insurance protecting Supplier from all claims under any applicable Workers’ Compensation or Occupational Disease Act. Nothing Supplier shall obtain coverage similar to Workers’ Compensation and Employers’ Liability for each Supplier employee performing work under this Contract outside of the U.S. To the extent that this Contract is for professional Services, Supplier shall maintain Professional Errors and Omission Liability insurance in this Agreementthe minimum amount of $5,000,000.00 per claim; if Supplier will have access to Buyer’s IT systems or restricted data, coverage must also include loss of and/or mishandling of data containing private or confidential information of Buyer or others for which Xxxxx is responsible, and failure to prevent unauthorized access to, or use of, Buyer’s systems or data. If the scope of Services involves the potential for an environmental release, Supplier shall maintain Environmental Impairment (also known as Pollution) Liability with a limit of not less than $10,000,000 per occurrence covering on-site and off- site bodily injury and property damage, including clean-up cost as a result of pollution conditions arising from the provisions Supplier’s operations, including completed operations. If coverage is provided on a claims-made form, the retroactive date must precede the effective date of this Article Vagreement and provide for continuity in cover for (1) year after the completion of the Services. If any insurance is on a claims-made basis, the retro date must precede the date of issuance of this Contract and Supplier must maintain continuity of coverage for three (3) years following termination, expiration and/or completion of this Contract. Insurance specified in sub-sections 18(b)(i), (ii) and (iii) shall be endorsed to provide a waiver of subrogation in favor of Buyer, its Affiliates and its and their respective employees for all losses and damages covered by the insurances required in such subsections. The application and payment of any self-insured retention or deductible on any policy carried by Supplier shall be the sole responsibility of Supplier. Should Buyer be called upon to satisfy any self-insured retention or deductible under Supplier’s policies, Buyer may seek indemnification or reimbursement from Supplier where allowed by Xxx. Upon request by Xxxxx, Supplier shall provide Buyer with a certificate(s) of insurance evidencing that the required minimum insurance is in effect. The certificate(s) of insurance shall reference that the required coverage extensions are included on the required policies. Upon request by Xxxxx, copies of endorsements evidencing the required additional insured status, waiver of subrogation provision and/or loss payee status shall be attached to the certificate(s) of insurance. Acceptance of such certificate(s), which are not compliant with the stipulated coverages, shall constitute in no way whatsoever imply that Buyer has waived its insurance requirements or any other obligations set forth herein. The above-referenced insurance limits in subsections (i), (ii) and (iii) can be met either via each policy or via a waiver or limitation combination of any rights which Indemnitee may have under applicable law, including without limitation, these policies and an excess/umbrella liability insurance policy provided that excess/umbrella layers are no more restrictive than the right to implied indemnityprimary layer.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) Supplier shall indemnifyrelease, defend, and hold harmless University and indemnify Buyer (who shall control its Regentsown defense), its affiliates and its/their respective directors, officers, employees, agentsrepresentatives, successors, assigns, distributors, dealers, affiliates, customers and representatives (collectivelyall other users of the Products and/or Services and Deliverables during the term of this Contract and thereafter, “Indemnitee”), from and against any and all liabilityactual or alleged claims, demands, claimslosses, judgments, damages, costs, damagesexpenses or liabilities (including attorney fees, injury overhead and court costs), including without limitation claims for death, settlementspersonal injury, and expenses (or property damage, resulting from, arising out of or in any way connected with any act, failure to act, neglect or omission of Supplier or Supplier Personnel during the performance of this Contract, including without limitation: (i) breach of any Supplier representations or warranties hereunder; (ii) any failure of Products and/or Services and Deliverables to comply with applicable specifications (functional, interest design or otherwise), requirements or certifications hereunder; (iii) the negligence, willful misconduct or other tortious conduct of Supplier or Supplier Personnel in design, manufacture or otherwise with respect to Products or Deliverables or parts therefor, in Services rendered hereunder or otherwise in connection herewith; (iv) claims based on strict or product liability relating to Products and/or Deliverables; (v) failure to warn or inadequate warnings or instructions; (vi) failure of Products and/or Deliverables to perform in accordance with their intended use; and penalties(vii) incurred (A) representations or statements of Supplier or Supplier Personnel to third parties on behalf of Buyer not specifically authorized by Indemnitee Buyer in this Contract nor otherwise authorized in advance and in writing by Buyer, and (“Losses”B) arising out a violation by Supplier or Supplier Personnel of any applicable law, regulation or order. Buyer reserves the right to settle all such claims at its own expense, but such settlement shall not relieve Supplier from any of its liabilities under this Contract. Supplier agrees to include this clause in all related subcontracts. Upon Xxxxx’s request, Supplier shall advance all attorneys’ fees and other dispute resolution expenses related to any indemnified claim. The provisions of this Section 18 shall survive the termination or expiration of this Contract. (b) For the duration of this Contract and for a period of six (6) years from the date of provision of the performance Products and/or Services and Deliverables, Supplier shall maintain, through insurers with a minimum A.M. Best rating of services A-VII or Consultants other obligations under this AgreementS&P A or the equivalent in those jurisdictions that do not recognize such rating classification and licensed in the jurisdiction where Products and Deliverables are sold and/or where Services are performed, but only the following insurance: (i) Commercial General/Public Liability, on an occurrence form, in proportion to and to the extent such Losses are caused by or result from minimum amount of USD $5,000,000.00 per occurrence with coverage for: (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”)bodily injury/property damage; (2) the breach by Indemnitor of any of the provisions of this Agreementpersonal/advertising injury; or and (3) willful misconduct by Indemnitor. 2. The indemnification obligations under products/completed operations liability, including coverage for contractual liability insuring the liabilities assumed in this Article V shall Contract, with all such coverages in this Section 18(b) applying on a primary basis, providing for cross liability, not be limited by being subject to any assertion or finding that self-insured retention and being endorsed to name Current, its Affiliates, directors, officers, agents and employees as additional insureds; (1ii) the person or entity indemnified is liable by reason of Business Automobile Liability Insurance covering all owned, hired and non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor owned vehicles used in the performance of this Agreement. 4Contract in the amount of USD $2,000,000.00 combined single limit each occurrence; (iii) Employers’ Liability in the amount of USD $3,000,000.00 each accident, injury or disease; (iv) Property Insurance on an “All risk” basis covering the full replacement cost value of all of Buyer’s property in Supplier’s care, custody or control, with such policy being endorsed to name Buyer as “Loss Payee” as its interests may appear; (v) if Supplier will have access to Buyer’s funds or accounts, Crime Insurance (also known as Employee Dishonesty insurance / Fidelity Bond) in an amount of not less than $1,000,000 covering all Supplier Personnel and including a Client’s Interest endorsement or Insuring Agreement specifying that coverage extends to Buyer’s property in the event of any theft of Buyer money or property, or money or property of others for which Buyer is responsible; and (vi) appropriate Workers’ Compensation Insurance protecting Supplier from all claims under any applicable Workers’ Compensation or Occupational Disease Act. Nothing Supplier shall obtain coverage similar to Workers’ Compensation and Employers’ Liability for each Supplier employee performing work under this Contract outside of the U.S. To the extent that this Contract is for professional Services, Supplier shall maintain Professional Errors and Omission Liability insurance in this Agreementthe minimum amount of $5,000,000.00 per claim; if Supplier will have access to Buyer’s IT systems or restricted data, coverage must also include loss of and/or mishandling of data containing private or confidential information of Buyer or others for which Xxxxx is responsible, and failure to prevent unauthorized access to, or use of, Buyer’s systems or data. If the scope of Services involves the potential for an environmental release, Supplier shall maintain Environmental Impairment (also known as Pollution) Liability with a limit of not less than $10,000,000 per occurrence covering on-site and off- site bodily injury and property damage, including clean-up cost as a result of pollution conditions arising from the provisions Supplier’s operations, including completed operations. If coverage is provided on a claims-made form, the retroactive date must precede the effective date of this Article V, shall constitute Contract and provide for continuity in cover for on e (1) year after the completion of the Services. If any insurance is on a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitationclaims-made basis, the right to implied indemnity.retro date must precede the date of issuance of this Contract and Supplier must maintain continuity of coverage for three (3) years following termination, expiration and/or completion of this Contract. Insurance specified in sub-sections 18(b)(i), (ii) and

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant Nothing in this Subcontract shall indemnifybe interpreted to modify, defendimpair, and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), destroy or otherwise affect any common law or statutory right to indemnity or contribution that any party to this Subcontract may have against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) any other party relative to any incident arising out of the performance of services this Subcontract. 1. The Contractor shall at all times, and shall ensure that its Subcontracted Providers at all times, indemnify, defend and save harmless the RBHA, the State and any of their agents, officials and employees (the "Indemnified Parties") from any and all claims, demands, suits, actions, proceedings, loss, cost and damages of every kind and description including any attorneys' fees and litigation expenses brought or Consultants other obligations under this Agreementmade against or incurred by any of the Indemnified Parties on account of loss of or damage to any property or for injuries to or death of any person, but only in proportion to caused by, arising out of or by reason of any alleged act, omission, professional error, fault, mistake, or negligence of the Contractor and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officersemployees, agents, or representatives or its Subcontracted Providers and their employees, subcontractors, subconsultantsagents, or any person representatives in connection with or entity for whom Consultant is responsible (collectivelyincident to the performance of this Subcontract or arising out of workers' compensation claims, “Indemnitor”); (2) the breach by Indemnitor unemployment compensation claims, or unemployment disability compensation claims of any employees of the provisions of this Agreement; Contractor and its Subcontractors or (3) willful misconduct by Indemnitorclaims under similar such laws or obligations. 2. The indemnification Contractor shall comply, and ensure that its Subcontracted Providers comply, with all laws regarding Unemployment Insurance, Workers' Compensation and the Fair Labor Standards Act and shall also be responsible for all tax withholding obligations under this Article V for itself and its employees. Neither AHCCCS, ADHS nor the RBHA shall not be limited by have any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense responsibility for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions foregoing items or responsibilities. Revised 11-01-01 APPENDIX A Effective 10-03-01 Page 3 of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.18

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) Manufacturer shall indemnify, defend, and hold harmless University CUSTOMER and its Regentsaffiliates, officers, agents, and employees, from all claims, suits, actions, demands, damages, liabilities, expenses (including fees and disbursements of counsel), judgments, settlements and penalties of every kind based on (i) personal injury, death, or property damage to the extent any of the foregoing is proximately caused by either any defective PRODUCT provided by Manufacturer, its officers, employees, subcontractors or agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred or by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent or willful acts or omissions of ConsultantManufacturer, its officers, employees subcontractors or agents, or (ii) strict liability in tort or products liability of any other kind in connection with and PRODUCT provided by Manufacturer, its officers, employees, subcontractorssubcontractors or agents or the use, subconsultants, resale or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor distribution of any of the provisions of this Agreementsuch PRODUCT by CUSTOMER; or (3iii) willful misconduct by Indemnitor. for indemnification for claims of third parties, arising under Section 2, MANUFACTURER'S INFRINGEMENT. The foregoing indemnity, to the extent permitted by law, shall apply in the case of all claims that arise form the negligence, misconduct or other fault of CUSTOMER, provided, however, that if a claim is the result of the sole negligence, misconduct or fault of CUSTOMER or its 143 AFFILIATES(s) Manufacturer shall have no obligations of indemnification hereunder. If a claim is the result of the joint negligence, joint misconduct or joint fault of Manufacturer and CUSTOMER, the amount of such claim for which CUSTOMER is entitled to indemnification shall be limited to that portion of such claim that is attributable to the negligence, misconduct or other fault of Manufacturer. The obligations under of this Article V provision are in addition to Manufacturer's obligation to provide insurance and shall not be limited by any assertion limitation on the amount or finding that (1) the person type of damages, compensation or entity indemnified is liable benefits payable by reason of non-delegable dutyManufacturer under Worker's Compensation Acts, or (2) the Losses were caused in part by the negligence ofLongshoremen and Harborworker's Act, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark Disability Benefits Act or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreementemployee benefit act. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant 14.1 The Licensee shall indemnify, defend, indemnify and hold harmless University Shire, its Affiliates and its Regentsand their directors, officers, employeesemployees and contractors ("SHIRE PARTIES") from and against any and all claims, agents, and representatives (collectively, “Indemnitee”), against all liabilityactions, demands, claims, costslosses, damages, injury including death, settlements, costs and reasonable expenses (including without limitationreasonable legal, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney counsel and expert fees) made or brought by any third parties ("CLAIMS") arising from or in connection with the research, development, testing, manufacture, marketing, distribution, sale or use of the Licensed Product by Licensee or its Affiliates or its or their Sub-Licensees, except to the extent that such Claims result from the negligence or willful default of the Shire Parties. 14.2 Shire shall promptly: (a) inform the Licensee by written notice of any Claims or the discovery of a fact upon which Shire intends to base a request for indemnificatiox; (b) provide the Licensee with copies of all papers and official documents received in respect of any Claims; and (c) cooperate as reasonably requested by the Licensee in the defence against any Claims. 14.3 The Licensee shall have the sole control over the defence of any Claims, provided that, the Licensee shall obtain the written consent of Shire, prior to settling or otherwise disposing of such Claims if as a result of the settlement or Claim disposal Shire's interests are in any way adversely affected. Any costs and expenses, incurred by Shire in providing a defense for Indemnitees connection with any Claims shall be reimbursed by University except the Licensee on a Quarterly basis, subject to the extent an obligation of reimbursement if it is determined by a court of competent jurisdiction that such defense costs ariseClaims are not subject to indemnification under clause 14.1. 14.4 Shire shall defend, under principles of comparative faultindemnify and hold harmless Licensee, its Affiliates and its and their directors, officers, employees and contractors ("LICENSEE PARTIES") from Indemnitor’s (a) negligent acts or omissions; (b) and against any and all Claims resulting from a breach of clause 16. 14.5 Notwithstanding anything contained in this Agreement, in no event shall either Party or their respective Affiliates be liable for special, indirect, incidental or consequential loss or damage based on contract, tort or any of the provisions other legal theory arising out of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement. 4. Nothing in this AgreementAgreement shall limit either Party's liability to any person for death or personal injury caused by negligence. 14.6 The Licensee shall, including at its own cost, during the provisions term of this Article VAgreement and for a period of 10 years thereafter, shall constitute a waiver maintain insurance which is reasonable and customary in the United States of America pharmaceutical industry for companies of comparable size and activities, and in any event: (a) listing Shire and the Indemnitees (as defined in the License Agreement) as additional insureds on the policy by no later than October 1, 2004; (b) covering product liability in relation to the studies undertaken in connection with the development of the Licensed Product in amounts no less than US$1 million per incident and US$3 million annual aggregate; and (c) covering comprehensive product liability insurance and general commercial liability insurance with respect to the manufacture, use or limitation sale Licensed Product from receipt of any rights which Indemnitee may have under applicable law, including without limitationMarketing Authorization in amounts not less than US$[...***...] per incident and US$[...***...] annual aggregate. 14.7 Upon reasonable request from Shire, the right to implied indemnityLicensee shall provide, or procure that its Sub-Licensees provide documents from its insurer confirming the existence and renewal of the relevant insurance policies conforming with the requirements of clause 14.6.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a) To the fullest extent permitted by law, Grantee shall indemnify, defend, indemnify and hold harmless University the Commonwealth, MTC, and its Regentseach of their respective agents, officers, employeesdirectors and employees (together with the Commonwealth and MTC, agentsthe “Covered Persons”) from and against any and all liability, loss, claims, damages, fines, penalties, costs and representatives expenses (including reasonable attorney’s fees), judgments and awards (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“LossesDamages”) arising out sustained, incurred or suffered by or imposed upon any Covered Person resulting from (i) any breach of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1ii) the any negligent acts or omissions or reckless misconduct of ConsultantGrantee in connection with construction of the Project or otherwise. Without limiting the foregoing, its officers, agents, employees, subcontractors, subconsultants, Grantee shall indemnify and hold harmless each Covered Person against any and all Damages that may arise out of or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) are imposed because of the breach by Indemnitor of any of failure to comply with the provisions of this Agreement; applicable law by Grantee or (3) willful misconduct by Indemnitor. 2any of its agents, officers, directors, employees or subcontractors. The indemnification obligations under this Article V foregoing notwithstanding, Grantee shall not be limited liable for (i) any Damages sustained, incurred or suffered by or imposed upon any assertion Covered Person resulting from any negligent acts or finding that omissions or reckless misconduct of the Commonwealth or MTC or any other Covered Person, and (1ii) the person except for liability for death or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were personal injury caused in part by the negligence ofor willful misconduct of the Grantee or its agents, breach including without limitation its contractor for construction of contract bythe Project, or violation for claims of law infringement of a third party’s intellectual property by IndemniteeGrantee, the aggregate liability of Grantee under this Agreement shall not exceed the greater of the amount of the Grant or the amount recovered under any applicable insurance coverage. b) In no event shall either party be liable for any indirect, incidental, special or consequential damages whatsoever (including but not limited to lost profits or interruption of business), whether arising out of or related to Grantee’s construction of the Project under this Agreement or otherwise. Notwithstanding the foregoing, the parties acknowledge and agree that MTC as a public entity has an overriding policy of not providing financial or other assistance of any kind from its limited public resources to Prohibited Persons for any period of time. The obligation parties agree and stipulate that any forfeiture of Grantee’s right to defend shall arise regardless receive additional disbursements of Grant funds to the extent provided for herein if Grantee should voluntarily be or become a Prohibited Person is reasonable in light of the irreparable harm MTC would suffer. c) Grantee hereby agrees to maintain a program of insurance and/or self-insurance which is prudent and adequate to address any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitorliability which may arise out of Grantee’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any construction of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, Project and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of its obligations pursuant to this Agreement. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (A) Contractor shall indemnify, defend, indemnify and hold harmless University Purchaser, and its Regentssubsidiaries and affiliates, and its subcontractors (if any), their respective officers, employees, agents, servants and representatives assignees, or any of them (collectively, collectively “IndemniteePurchaser Indemnitees”), against all liabilityfrom any direct or indirect loss, demandsdamage, claimsliability and expense (including reasonable attorneys fees), costson account of loss or damage to property and injuries, damages, injury including death, settlementsto all persons, including but not limited to employees or agents of Contractor, the Subcontractors and the Purchaser Indemnitees, and to all other persons, arising from any occurrence caused by any negligent act or omission or willful misconduct of Contractor, the Subcontractors or any of them. At Contractor’s expense, Contractor shall defend any suits or other proceedings brought against the Purchaser Indemnitees on account thereof, and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any of them, in connection therewith. Contractor shall have the right to settle any claim or litigation against which it indemnifies hereunder. Further, the Purchaser Indemnitees shall provide to Contractor such reasonable cooperation and assistance as Contractor may request to perform its obligations hereunder. (B) Purchaser shall indemnify and hold harmless Contractor, and its subsidiaries and affiliates, its Subcontractors, their respective officers, employees, agents, servants and assignees , or any of them (collectively “Contractor Indemnitees”), from any direct or indirect loss, damage (including without limitationdamage to property and injuries, interest including death), liability and penaltiesexpense (including reasonable attorneys fees) incurred by Indemnitee any third party (“Losses”including employees or agents of Purchaser and Contractor Indemnitees) and arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are from any occurrence caused by any negligent act or result from (1) the negligent acts omission or omissions willful misconduct of ConsultantPurchaser, its officers, employees, agents, employeesconsultants, subcontractorsservants and assignees. In addition, subconsultantsPurchaser shall waive any claim against and shall indemnify and hold harmless Contractor Indemnitees from any direct or indirect loss, damage (including damage to property and injuries, including death), liability and expense incurred by any third party and arising from use, operation or performance of the DSSs, the Satellite OBPE Software and any Spacecraft after Intentional Ignition, including as a result of modification or improvements made by Purchaser. Purchaser shall, at Purchaser’s expense, defend any suits brought against the Contractor Indemnitees referred to above and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any person of them, in connection therewith. Purchaser shall have the right to settle any claim or entity litigation against which it indemnifies hereunder. Further, the Contractor Indemnitees shall provide to Purchaser such reasonable cooperation and assistance as Purchaser may request to perform its obligations hereunder. (C) Contractor shall, at its own expense, provide and maintain insurance which shall cover all WIP (including all Purchaser’s property while in Contractor’s custody) against physical loss or damage on an “all risks” property insurance basis, including coverage for whom Consultant is responsible (collectivelythe perils of flood or earthquake while in or about Contractor’s and its Subcontractors’ premises, “Indemnitor”); (2) while at other premises which may be used or operated by Contractor for construction or storage purposes, and while in transit, or while at the breach Launch Site until Intentional Ignition for a Satellite or upon placing a Satellite into storage. The amount of insurance shall be sufficient to cover the full replacement value of all Work. Upon request by Indemnitor Purchaser, Contractor will provide certificate of insurance to Purchaser. Additionally, Contractor will add Purchaser as an additional insured under the All Risks insurance as far as Purchaser’s interests may appear. The insurance may be issued with deductibles, which are consistent with Contractor’s current insurance policies. The amount of any loss up to the value of the provisions deductible level, or not otherwise covered by the insurance, shall be borne by Contractor. In addition, Contractor shall, at its own expense, provide and maintain a Commercial General Liability Insurance Policy (“CGL Policy”) which shall cover property damage and injuries, including death, caused to third parties. Upon written request by Purchaser, Contractor will provide a certificate of this Agreement; or (3) willful misconduct by Indemnitorinsurance to Purchaser. Contractor shall use its reasonable best efforts to add Purchaser as additional insured under such CGL Policy. 2. The indemnification obligations (D) Contractor shall provide to Purchaser, prior to Intentional Ignition, a written statement containing the following : · the Satellites to be launched have passed qualification and acceptance tests, including the FRR, under this Article V shall not be limited the Contract, subject to written waivers that have been issued and approved by Purchaser ; and · any assertion and all known defects or finding that anomalies observed on (1i) the person already launched or entity indemnified is liable on ground similar satellites manufactured by reason of non-delegable dutyContractor, or (2ii) on the Losses were caused in part by the negligence ofSatellites to be launched during their development, breach of contract by, or violation of law by Indemnitee. The obligation which came to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed Contractor’s knowledge prior to the Losses. Indemnitor’s reasonable defense costs (including attorney Flight Readiness Review, have been recorded and expert fees) incurred investigated and that all required remedy measures have been implemented in providing a defense for Indemnitees shall be reimbursed by University except to accordance with the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, applicable quality procedures as far as applicable and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in so far as they would adversely affect the performance of this Agreementthe Satellites to be launched, such information provided to Purchaser. 4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant a. In addition to any specific provisions set forth in this Agreement, to the extent allowed by law, Client shall indemnify, defend, and hold harmless University and reimburse Emergicon and/or its Regentsemployees, officers, employees, agents, directors and representatives (collectively, “Indemnitee”), against agents for any and all liability, demandscosts, claims, costslosses, damages, injury including deathliabilities, settlementsexpenses, judgments, penalties, fines, and expenses (causes of action to the extent caused by any willful or grossly negligent act or omission on the part of Client or its agents, servants, volunteers, contractors or employees including but not limited to incomplete or inaccurate patient care reports, improperly completed PCS forms, or other documentation issues that make it impossible for Emergicon to properly code and bill claims. This provision shall include all costs and disbursements, including without limitation, interest limitation court costs and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under reasonable attorneys' fees. b. In addition to any specific indemnification provisions set forth in this Agreement, but only in proportion to and to the extent such Losses are caused allowed by or result from (1) the negligent acts or omissions of Consultantlaw, Emergicon shall hold harmless, indemnify and defend Client and/or its employees, officers, agentsdirectors and agents from and against any and all costs, employeesclaims, subcontractorslosses, subconsultantsdamages, or any person or entity for whom Consultant is responsible (collectivelyliabilities, “Indemnitor”); (2) the breach by Indemnitor expenses, judgments, penalties, fines and causes of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except action to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) caused by any willful or grossly negligent acts or omissions; (b) breach misconduct of any of Emergicon agent, servant, contractor or employee and which relate to the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use Specialized Professional Services performed by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of Emergicon under this Agreement. 4c. Emergicon shall maintain errors and omissions insurance coverage in an amount not less than $4,000,000. Nothing in Client will be named as an additional insured under the policy and Emergicon shall provide proof of such coverage to Client annually and upon reasonable written request for same. d. Notwithstanding any other provision of this Agreement, Emergicon shall not be liable for any damages, including the provisions but not limited to loss in profits, or for any special, incidental, indirect, consequential or other similar damages suffered in whole, or in part, in connection with this Agreement. e. Where any provision of this Article VAgreement obligates either party to defend, indemnify, hold harmless, and/or reimburse the other party, such agreement shall constitute a waiver include any claims, losses, assessments or limitation damages of any rights which Indemnitee kind, and shall apply equally to that party and to its employees, owners, agents, contractors, attorneys, consultants, accountants, and servants. f. It is expressly agreed and understood by both parties that certain repayment or refund demands may have under applicable lawbe made by insurance payers that are not the result of negligence on the part of either party and therefore are not subject to indemnity as set forth in the paragraph 11. Specifically, including without limitationthere may be claims that are audited or reviewed and later determined not to be medically necessary, not to justify the level of care provided and/or billed, or otherwise denied or down-coded to a lower level of service. In these situations, the right parties will work together to implied indemnityrespond to and appeal such denials, and if determined that repayment is in fact due after the exhaustion of such available appeals, the parties will pay their pro-rata share of refund based on the % fee set forth in paragraph 10.a. above.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant shall indemnify, defend, and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred a. It is not intended by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of any part of this Agreement to create in the public or any member thereof, a third-party beneficiary under this Agreement; or (3) willful misconduct by Indemnitor. 2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed property damage pursuant to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts terms or omissions; (b) breach of any of the provisions of this Agreement; . The Recipient guaranties the payment of all just claims for materials, supplies, tools, or (c) willful misconduct. 3labor and other just claims against the Recipient or any subcontractor, in connection with this Agreement. Consultant shall indemnifyAdditionally, defendto the extent permitted by law and as limited by and pursuant to the provisions of Section 768.28, F.S., the Recipient agrees to indemnify and hold harmless the State, including FDOT and DEO, and save harmless Indemnitee the State’s officers and employees, from liabilities, damages, losses and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equitycosts, including, without limitationbut not limited to, attorney reasonable attorney’s fees, court coststo the extent caused by the negligence, and other litigation expenses that may at any time arise recklessness or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence intentional wrongful misconduct of the use Recipient and persons employed or utilized by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor the Recipient in the performance of this Agreement. 4. This indemnification shall survive the termination of this Agreement. Nothing contained in this Agreement, including the provisions of this Article V, paragraph is intended to nor shall it constitute a waiver of the State of Florida or limitation the Recipient’s sovereign immunity. Additionally, the Recipient agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement: “To the fullest extent permitted by law, the Recipient’s contractor/consultant shall indemnify and hold harmless the Recipient and the State of Florida, Department of Transportation and Department of Economic Opportunity, including their officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor or consultant and persons employed or utilized by the contractor or consultant in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida or the Recipient’s sovereign immunity.” b. The Recipient shall provide Workers’ Compensation Insurance in accordance with Florida’s Workers’ Compensation law for all employees. If subletting any of the work, ensure that the subcontractor(s) and subconsultants have Workers’ Compensation Insurance for their employees in accordance with Florida’s Workers’ Compensation law. If using “leased employees” or employees obtained through professional employer organizations (“PEO’s”), ensure that such employees are covered by Workers’ Compensation insurance through the PEO’s or other leasing entities. Ensure that any equipment rental agreements that include operators or other personnel who are employees of independent contractors, sole proprietorships or partners are covered by insurance required under Florida’s Workers' Compensation law. c. The Recipient shall, or cause its contractor or consultant to carry Commercial General Liability insurance providing continuous coverage for all work or operations performed under the Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. Recipient shall, or cause its contractor to cause the State to be made an Additional Insured as to such insurance. Such coverage shall be on an “occurrence” basis and shall include Products/Completed Operations coverage. The coverage afforded to the State as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policy/ies and coverage described herein may be subject to a deductible and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self-Insured Retention unless the Recipient is a state agency or subdivision of the State of Florida that elects to self-perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, FDOT shall be provided with an XXXXX Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The State’s approval or failure to disapprove any policy/ies, coverage, or XXXXX Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights which Indemnitee or defenses the State may have under applicable lawhave. d. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right-of-way, including without limitationany encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the right Recipient shall, or cause its contractor to, in addition to implied indemnitythe insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 combined single limit for bodily injury and/or property damage per occurrence, and with an annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the State as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both FDOT and the railroad shall be provided with an XXXXX Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both FDOT and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy or coverage described herein. The State’s approval or failure to disapprove any policy/ies, coverage, or XXXXX Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the State may have. e. When the Agreement involves work on or in the vicinity of utility-owned property or facilities, the utility shall be added along with the State as an Additional Insured on the Commercial General Liability policy/ies procured above.

Indemnification and Insurance. A. INDEMNIFICATION 1. Consultant (a) Supplier shall indemnifyrelease, defend, and hold harmless University and indemnify Buyer (who shall control its Regentsown defense), its affiliates and its/their respective directors, officers, employees, agentsrepresentatives, successors, assigns, distributors, dealers, affiliates, customers and representatives (collectivelyall other users of the Products and/or Services and Deliverables during the term of this Contract and thereafter, “Indemnitee”), from and against any and all liabilityactual or alleged claims, demands, claimslosses, judgments, damages, costs, damagesexpenses or liabilities (including attorney fees, injury overhead and court costs), including without limitation claims for death, settlementspersonal injury, and expenses (or property damage, resulting from, arising out of or in any way connected with any act, failure to act, neglect or omission of Supplier or Supplier Personnel during the performance of this Contract, including without limitation: (i) breach of any Supplier representations or warranties hereunder; (ii) any failure of Products and/or Services and Deliverables to comply with applicable specifications (functional, interest design or otherwise), requirements or certifications hereunder; (iii) the negligence, willful misconduct or other tortious conduct of Supplier or Supplier Personnel in design, manufacture or otherwise with respect to Products or Deliverables or parts therefor, in Services rendered hereunder or otherwise in connection herewith; (iv) claims based on strict or product liability relating to Products and/or Deliverables; (v) failure to warn or inadequate warnings or instructions; (vi) failure of Products and/or Deliverables to perform in accordance with their intended use; and penalties(vii) incurred (A) representations or statements of Supplier or Supplier Personnel to third parties on behalf of Buyer not specifically authorized by Indemnitee Buyer in this Contract nor otherwise authorized in advance and in writing by Buyer, and (“Losses”B) arising out a violation by Supplier or Supplier Personnel of any applicable law, regulation or order. Buyer reserves the right to settle all such claims at its own expense, but such settlement shall not relieve Supplier from any of its liabilities under this Contract. Supplier agrees to include this clause in all related subcontracts. Upon Xxxxx’s request, Supplier shall advance all attorneys’ fees and other dispute resolution expenses related to any indemnified claim. The provisions of this Section 18 shall survive the termination or expiration of this Contract. (b) For the duration of this Contract and for a period of six (6) years from the date of provision of the performance of services or Consultants other obligations under this AgreementProducts and/or Services and Deliverables, but only in proportion to and to the extent such Losses are caused by or result from Supplier shall maintain, through insurers with a (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”)bodily injury/property damage; (2) the breach by Indemnitor of any of the provisions of this Agreementpersonal/advertising injury; or and (3) willful misconduct by Indemnitor. 2. The indemnification obligations under products/completed operations liability, including coverage for contractual liability insuring the liabilities assumed in this Article V shall Contract, with all such coverages in this Section 18(b) applying on a primary basis, providing for cross liability, not be limited by being subject to any assertion or finding that self-insured retention and being endorsed to name Current, its affiliates, directors, officers, agents and employees as additional insureds; (1ii) the person or entity indemnified is liable by reason of Business Automobile Liability Insurance covering all owned, hired and non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct. 3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor owned vehicles used in the performance of this Agreement. 4Contract in the amount of USD $2,000,000.00 combined single limit each occurrence; (iii) Employers’ Liability in the amount of USD 3,000,000.00 each accident, injury or disease; (iv) Property Insurance on an “All risk” basis covering the full replacement cost value of all of Buyer’s property in Supplier’s care, custody or control, with such policy being endorsed to name Buyer as “Loss Payee” as its interests may appear; (v) if Supplier will have access to Buyer’s funds or accounts, Crime Insurance (also known as Employee Dishonesty insurance / Fidelity Bond) in an amount of not less than $1,000,000 covering all Supplier Personnel and including a Client’s Interest endorsement or Insuring Agreement specifying that coverage extends to Buyer’s property in the event of any theft of Buyer money or property, or money or property of others for which Buyer is responsible; and (vi) appropriate Workers’ Compensation Insurance protecting Supplier from all claims under any applicable Workers’ Compensation or Occupational Disease Act. Nothing Supplier shall obtain coverage similar to Workers’ Compensation and Employers’ Liability for each Supplier employee performing work under this Contract outside of the U.S. To the extent that this Contract is for professional Services, Supplier shall maintain Professional Errors and Omission Liability insurance in this Agreementthe minimum amount of $5,000,000.00 per claim; if Supplier will have access to Buyer’s IT systems or restricted data, coverage must also include loss of and/or mishandling of data containing private or confidential information of Buyer or others for which Xxxxx is responsible, and failure to prevent unauthorized access to, or use of, Buyer’s systems or data. If the scope of Services involves the potential for an environmental release, Supplier shall maintain Environmental Impairment (also known as Pollution) Liability with a limit of not less than $10,000,000 per occurrence covering on-site and off- site bodily injury and property damage, including clean-up cost as a result of pollution conditions arising from the provisions Supplier’s operations, including completed operations. If coverage is provided on a claims-made form, the retroactive date must precede the effective date of this Article Vagreement and provide for continuity in cover for (1) year after the completion of the Services If any insurance is on a claims- made basis, the retro date must precede the date of issuance of this Contract and Supplier must maintain continuity of coverage for three (3) years following termination, expiration and/or completion of this Contract. Insurance specified in sub-sections 18(b)(i), (ii) and (iii) shall be endorsed to provide a waiver of subrogation in favor of Buyer, its affiliates and its and their respective employees for all losses and damages covered by the insurances required in such subsections. The application and payment of any self-insured retention or deductible on any policy carried by Supplier shall be the sole responsibility of Supplier. Should Buyer be called upon to satisfy any self-insured retention or deductible under Supplier’s policies, Buyer may seek indemnification or reimbursement from Supplier where allowed by Law. Upon request by Xxxxx, Supplier shall provide Buyer with a certificate(s) of insurance evidencing that the required minimum insurance is in effect. The certificate(s) of insurance shall reference that the required coverage extensions are included on the required policies. Upon request by Xxxxx, copies of endorsements evidencing the required additional insured status, waiver of subrogation provision and/or loss payee status shall be attached to the certificate(s) of insurance. Acceptance of such certificate(s), which are not compliant with the stipulated coverages, shall constitute in no way whatsoever imply that Buyer has waived its insurance requirements or any other obligations set forth herein. The above-referenced insurance limits in subsections (i), (ii) and (iii) can be met either via each policy or via a waiver or limitation combination of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnitythese policies and an excess/umbrella liability insurance policy.