Common use of Indemnification and Liability Clause in Contracts

Indemnification and Liability. A. The Contractor is responsible for any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B., the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPS. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible for any loss10.1. Seller agrees to defend, personal injury, death, cost, claim, damages (including but not limited to incidental indemnify and consequential damages), and other expenses (including attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligencehold harmless PGE, its performance or failure to perform any of its obligations under the Contractdirectors, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B., the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and representatives against and from any and all loss, claims, actions or suits, including costs and attorney's fees, both at trial and on appeal, resulting from, or arising out of or in any way connected with Seller’s delivery of electric power to PGE or with the facilities at or prior to the Point of Delivery, or otherwise arising out of this Agreement, including without limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or economic loss of property belonging to PGE, Seller or others, excepting to the extent such loss, claim, action or suit may be caused by the negligence of PGE, its directors, officers, employees, agents or representatives. 10.2. PGE agrees to defend, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, claims, actions or suits, including costs and attorney's fees, both at trial and on appeal, resulting from, or arising out of or in any way connected with PGE’s receipt of electric power from Seller or with the facilities at or after the Point of Delivery, or otherwise arising out of this Agreement, including without limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or economic loss of property belonging to PGE, Seller or others, excepting to the extent such loss, claim, action or suit may be caused by the negligence of Seller, its directors, officers, employees, agents or representatives. 10.3. Nothing herein or any other provision of the Contract in this Agreement shall be construed to abrogatecreate any duty to, impairany standard of care with reference to, or waive any defense, liability or damages limitation, or governmental immunity to any person not a Party to this Agreement. No undertaking by one Party to the other under any provision of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein this Agreement shall constitute the dedication of that Party's system or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) portion thereof to the Contractor. The Contractor expressly understands and agrees that any performance bond other Party or insurance protection required by to the Contractpublic, nor affect the status of PGE as an independent public utility corporation or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPSSeller as an independent individual or entity. E. 10.4. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, EXEMPLARYPUNITIVE, INDIRECT, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THE FROM CONTRACT, THE CONTRACTOR’S DELIVERABLESTORT (INCLUDING NEGLIGENCE), PRODUCTS, SERVICES, AND/STRICT LIABILITY OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACTOTHERWISE. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible for any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B., the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery Xxxxxxxxxx County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPS. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible will be fully liable for any lossact or omission of the Contractor and its staff and shall fully indemnify, personal injurydefend, deathand hold harmless OSC and the State, costtheir officials, claimagents and employees, without limitation, from suits, actions, damages and costs of every name and description (including but not limited to incidental and consequential damages), and other expenses (including reasonable attorney’s fees and litigation expenses) that may be suffered arising from personal injury (including wrongful death) and/or damage to real or incurred tangible personal property (including electronic systems, software, and databases) or intellectual property caused by reason ofany intentional act or negligence of the Contractor or any of its staff, or occasioned wholly or in part by, the Contractor’s negligencebreach of this Agreement; provided, its performance however, that the Contractor is not be obligated to indemnify OSC for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to perform act of OSC. 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action relating to this Agreement; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action at the expense of the Contractor. B. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor will be liable for any act or omission of the Contractor or any of its obligations under staff, in an amount not to exceed, in aggregate, the Contractgreater of the dollar amount of this Agreement, or its violation of any applicable legal requirement. For purposes of this Article, two times the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B., the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) charges paid to the Contractor. The Contractor expressly understands and agrees that will not be responsible for loss of records or data unless the Contractor is required to back-up the records or data. C. Notwithstanding the above, neither party will be liable for any performance bond or insurance protection required by the Contractconsequential, indirect, or otherwise provided special damages of any kind which may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPSor by others. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIALD. OSC may, EXEMPLARYin addition to other legal remedies available to it, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract retain from amounts otherwise due to the contrary, this Article shall survive Contractor such moneys as may be necessary to satisfy any claim for damages OSC may have against the expiration or earlier termination of the ContractContractor.

Indemnification and Liability. A. The Contractor is responsible for any loss(a) Owner hereby indemnifies and holds harmless A , personal injuryAgent, deaththeir successors and assigns, costtheir affiliates, claimofficers, damages directors, stockholders, employees, partners or joint venturers (including but not limited jointly and severally, "Indemnitee") from and against all claims and liabilities, whether they proceed to incidental and consequential damages)judgment or are settled, and other from and against all out-of-pocket expenses (including attorney’s fees and litigation expenses) that may be suffered or incurred by the Indemnitee which are payable to any unaffiliated third party in defense of such claims and liabilities, including reasonable attorney's fees, to which the Indemnitee may become subject by reason ofof providing the Agency Services, General Services, or occasioned wholly Specific Services in accordance with this Agreement, including, without limitation: (1) the choice, manner or extent of any Services provided; (2) the entering into contractual relationships of any sort, whether in part bythe name of Indemnitee or Owner, on behalf of the Contractor’s negligence, its performance Owner; and (3) the filing or failure to perform file reports, notices, certificates or accounting required by any law, rule, regulation or agreement of any country, state or other governmental authority; provided, however, that the Indemnitee shall not be indemnified or reimbursed in relation to any matter with respect to which it shall be determined in a final judgment by a court of competent jurisdiction that Indemnitee's action constituted gross negligence or willful misconduct in the conduct of its obligations under the Contract, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed duties unless such action shall have been determined to be in good faith reliance on the negligence opinion of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or counsel. (b) the supplying The rights accruing to the Contractor of workIndemnitee hereunder shall not exclude any other right to which it may be or come to be lawfully entitled, services, materials, or supplies in connection with or in support nor shall anything contained herein restrict the right of the performance of the Contract; and (iii) Owner to reimburse any claim that the deliverablesIndemnitee, productsin any lawful cause, and/or services delivered or otherwise even though not specifically provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property rightfor herein. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain A and Agent shall not be liable in any respect for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations any act or omission on the part of MCPS if A , Agent, or any of their affiliates, partners, officers, directors, stockholders, employees, partners, or joint venturers, unless a final judgment is rendered by a court of competent jurisdiction that such terms differ from those set forth act or failure to act constitutes willful misconduct or gross negligence in the Contract; conduct of A 's (or (dAgent's) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B., the Contractor must reimburse MCPS the cost of defending duties hereunder unless such action or proceedingsshall have been in good faith reliance on the opinion of counsel. In no event shall the officers, directors, stockholders, or upon MCPS’ written demand and at employees of A or Agent have any individual liability in any respect for any act or failure to act under the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes terms of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPSAgreement. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible for any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered of infringement or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate misappropriation of any patent, copyright, trademark, copyright or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, infringement or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shallmay, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B.foregoing, the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery Xxxxxxxxxx County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPS. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. a. The Contractor acknowledges and agrees that it is responsible responsible, as an independent Contractor, for all operations under this Contract and for all acts of its employees and agents hereunder, and agrees that it will indemnify, defend (with counsel approved by the City) and hold harmless the City and its officers, Council members and employees from and against any loss, personal damage, accidental death, operator injury, death, cost, claimcharge, damages expense (including but not limited to incidental and consequential damagesattorney fees), demand and other expenses claim whatsoever, including, without limitation, those arising due to (including attorney’s fees and litigation expensesi) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any breach of its obligations under the this Contract, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claimsregarding an act undertaken hereunder including relative to the collection, coststransportation, use, and disposal of solid waste, hazardous waste, recyclables and/or losses whatsoever occurring organics, which may be made against it or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefitsthem, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverablesalleged act, productsaction, and/or services delivered neglect, omission or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations default on the part of MCPS if such terms differ from those set forth in the Contract; Contractor or (d) if its agents, subagents or employees, and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part Contractor will pay promptly on demand all costs and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason expenses of the foregoing Articles 22.A. investigation and defense thereof, including attorney fees and expenses for counsel acceptable to the City. If any claim is made by the City resulting in a final conclusive non-appealable judgement or 22.B.ruling from a Court or an independent arbitrator that the City has suffered damages, the Contractor must reimburse MCPS the cost City may retain out of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) payments to the Contractor, then or thereafter, a sufficient amount equal to such damages. In any event that the City is sued or becomes subject to administrative action because the Contractor has failed to properly Collect, process or dispose solid waste, hazardous waste, recyclables, organics or other materials that the Contractor is obligated to undertake pursuant to this Contract, full restitution will be made to the City for all expenses, fees, fines or other costs or charges incurred by the City therefore. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPS. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, provisions of this Article section 1.7 shall survive the termination or expiration or earlier termination of the this Contract.

Indemnification and Liability. A. The Contractor is responsible 5.1 Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (or its directors, officers, employees, agents, affiliated companies and subcontractors) (the "Indemnified Party") harmless for and against any lossdirect damages, personal injurylosses (excluding any loss of production, deathloss of profit, costloss of revenue, claimloss of contract, damages (including but not limited loss of or damage to incidental and goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims of any kind, interest, fines, penalties, legal proceedings and other expenses (including attorney’s including, without limitation, reasonable attorneys’ fees and litigation expenses) that may be (collectively and each individually "Damages") actually paid, suffered or incurred by reason ofthe Indemnified Party pursuant to: (i) a breach of this Agreement by the Indemnifying Party, or occasioned wholly or in part byor (ii) any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party. 5.2 The Customer shall fully indemnify, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, compensate and hold Wundermart (or its violation of any applicable legal requirement. For purposes of this Articledirectors, the negligence of officers, employees, agents, affiliatesaffiliated companies and subcontractors) harmless for and against any Damages paid, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason ofWundermart (or its directors, officers, agents, affiliated companies and subcontractors) in connection with: (i) all claims made by Consumers, Suppliers or occasioned wholly governmental authorities in respect of the (Returned) Products, Hardware Products or in part byotherwise caused by or attributable to the Customer (including breach of this Agreement, the Contractor’s its negligence, its performance omission or failure to perform any otherwise for the risk and account of its obligations under the Contract, or its violation of any applicable legal requirement; Customer); (ii) any claims(x) the failure or negligence of the Customer to timely, costs, and/or losses whatsoever occurring or resulting from: correctly and accurately (a) the Contractor’s failure to pay any such compensation, wages, benefitsregister with relevant tax authorities, or taxes; and/or (b) pay, collect, remit or withhold any applicable taxes, fees, levies, duties and (sur)charges over the supplying to the Contractor of workProducts, services, materialsCommission or Total Transaction Volume), or supplies (y) tax claims and liabilities put on or assigned to Wundermart for taxes for which the Customer is responsible or liable, or where the obligation to report, pay, collect, withhold and remit is by law put on Wundermart for, on behalf or instead of the Customer. 5.3 Save as otherwise provided for in this Agreement, the maximum liability of one Party to any other Party in aggregate for all claims for Damages made against such party under or in connection with this Agreement in a year shall not exceed EUR 1,000, unless in the event of tort, fraud, wilful misconduct or gross negligence, in support which event the limitation of liability is not applicable for such liable party. Parties agree and acknowledge that none of the performance limitations of liability set out in Clause 5 shall apply to any of the Contract; indemnifications of third party claims or third party liabilities (including indemnification of any taxes, levies, (sur)charges, fees, fines, interest and (iiipenalties imposed by relevant authorities) any claim that and payment of the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property rightCommission. B. 5.4 In the event of any intellectual property infringement, violation, dilution, or misappropriation a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned). 5.5 In no event shall a Party be liable to the other Party for any indirect, special, exemplary, punitive, incidental or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise (even if the Contractor becomes aware advised of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which damages or losses). All such damages and losses are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if hereby expressly waived and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claimdisclaimed. C. In 5.6 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B., the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes breach of this Article, MCPS includes the Board of Education of Montgomery County, Agreement and its officers, officials, agents, and employees. Nothing herein or without prejudice to any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees rights and litigation expenses) remedies otherwise available to the Contractor. The Contractor expressly understands other Party, each Party will be entitled to injunctive relief and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPSspecific performance. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible for any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered of infringement or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate misappropriation of any patent, copyright, trademark, copyright or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, infringement or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shallmay, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B.foregoing, the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPS. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible shall be fully liable to the Comptroller, the Fund, the System for all damages, losses, costs (including, without limitation, notification costs, remediation costs, fees, and expenses, costs of any lossforensic investigation, personal injuryreplacement, deathor restoration required due to any virus, costinformation security breach, claimor any other incident compromising the availability, damages (confidentiality, privacy, security, integrity or usability of CRF or any data subject’s data or information), expenses, interest, fees, fines, penalties, suits, proceedings and actions, including but not limited to incidental reasonable attorneys’ fees and consequential damages)expenses, whether judicial, administrative, investigative or otherwise, and other expenses harm (“Losses”) incurred by the Comptroller, the Fund, the State, or any data subject to the extent that such arise from or relate to the fault, negligence, gross negligence, willful misconduct, fraud, breach of contract, or failure to comply with applicable laws or regulations of Contractor or its Staff, or the breach by the Contractor or its Staff of any of the representations, warranties, or obligations set forth in this Agreement, except that Contractor shall not be liable to the CRF if and only to the extent that such Losses, if any, are caused by the negligence, gross negligence, willful misconduct, fraud, or bad faith of, or violation of Applicable Law by the CRF or any officer or employee thereof while acting within the course and scope of their employment. The Contractor shall fully indemnify, defend and hold harmless the Comptroller, the Fund, and the System, and their officials, agents and employees (“OSC Indemnitees”), without limitation, from suits, actions, damages and costs of every name and description (including reasonable attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related relating to disclosure, access to, or use of confidential, personal, sensitive, or private information or data, personal injury (including death), and/or damage to real or tangible personal property or intellectual property caused by any intentional act or negligence of the Contractor or its Staff; provided, however, that the Contractor shall not be obligated to indemnify the OSC Indemnitees for that portion of any claim, loss, personal injury, death, cost, claim, damages (including but not limited or damage arising hereunder due to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance negligent act or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support act of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property rightCRF. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B., the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPS. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible for Except as provided in paragraph 23 below, LESSEE covenants with LESSOR to pay, protect, indemnify, and save harmless, to the extent permitted by law, LESSOR and any losspartner, personal officer, director, agent, employee, or beneficiary of LESSOR, holders of mortgages on the Building and any other party having an interest in the Building from and against any and all liabilities, costs, expenses, causes of action, injuries, accidents, injunctions, or penalties of any nature (including court costs and reasonable attorney's fees), resulting from a claim by or on behalf of any person, party, or governmental authority whatsoever on account of injury, death, costdamage, claimor loss to person or property in or upon the Premises, damages (including but not limited or any area adjacent to incidental and consequential damages)or in proximity to the Premises, and other expenses (including attorney’s fees and litigation expenses) that may be suffered to the extent arising out of any act, negligence, or incurred by reason omission of LESSEE, or to the extent arising as a result of any use or occupancy of, or occasioned wholly travel over or upon the Premises, or any area adjacent to or in part proximity to the Premises, specifically by LESSEE or by any person claiming by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contractthrough, or its violation of any applicable legal requirement. For purposes of this Articleunder LESSEE (including, the negligence of without limitation, all patrons, guests, employees, agents, affiliatescontractors, and customers of LESSEE), or subcontractors to the extent arising out of any delivery to LESSEE or services requested by LESSEE supplied to the Premises on account of LESSEE, or to the extent on account of or based upon anything whatsoever done on the Premises, or any area adjacent to or in proximity to the Premises, by LESSEE or by any person claiming by, through, or under LESSEE, except if the same was caused by the negligence or willful misconduct of LESSOR, its agents, or employees; and, if required by law, to keep all of LESSEE's employees working in or about the Premises covered by workers, compensation insurance. In respect to all of the Contractor is deemed foregoing, LESSEE shall indemnify and hold harmless LESSOR from and against all costs, expenses (including reasonable attorneys' fees) and liabilities incurred in or in connection with any such claim, action, or proceeding brought thereon. LESSOR covenants with LESSEE to be the negligence of the Contractor. In additionpay, the Contractor must defendprotect, indemnify, and hold MCPS harmless save harmless, to the extent permitted by law, LESSEE and any partner, officer, director, agent, employee, or beneficiary of LESSEE and any other party having an interest in the Premises from and against: (i) against any claim and all liabilities, costs, expenses, causes of action, injuries, accidents, injunctions, or penalties of any nature (including but not limited to an enforcement action court costs and reasonable attorney's fees), resulting from a claim by or on behalf of any federalperson, stateparty, or local agency) arising from or related to any loss, personal governmental authority whatsoever on account of injury, death, costdamage, claimor loss to person or property in or upon the Premises, damages or any area adjacent to or in proximity to the Premises, arising out of any act, negligence, or omission of LESSOR, or arising as a result of any use or occupancy of, or travel over or upon the Premises, or any area adjacent to or in proximity to the Premises, specifically by LESSOR or by any person claiming by, through, or under LESSOR (including but not limited to incidental including, without limitation, all patrons, guests, employees, agents, contractors, and consequential damagescustomers of LESSOR), or arising out of any delivery to LESSOR or services requested by LESSOR supplied to the Premises on account of LESSOR, or on account of or based upon anything whatsoever done on the Premises, or any area adjacent to or in proximity to the Premises, by LESSOR or by any person claiming by, through, or under LESSOR, except if the same was caused by the negligence or willful misconduct of LESSEE, its agents, or employees; and, if required by law, to keep all of LESSOR's employees working in or about the Building covered by workers' compensation insurance. In respect to all of the foregoing, LESSOR shall indemnify and other hold harmless LESSEE from and against all costs, expenses (including but not limited to attorney’s fees reasonable attorneys' fees) and litigation expenses) that may be suffered liabilities incurred in or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: (a) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation such claim, or if the Contractor becomes aware of the possibility of such a claimaction, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason thereon. The removal of snow and ice from the foregoing Articles 22.A. or 22.B., sidewalks bordering upon the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract Building shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPSLESSOR's responsibility. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible shall be fully liable for any lossact or omission of the Contractor, personal injuryits employees, deathsubcontractors and agents, costand shall fully indemnify and hold harmless the State from suits, claimactions, damages (including but not limited and costs of every name and description relating to incidental personal injury and consequential damages)damage to real or tangible personal property caused by fault or negligence of Contractor, and other expenses (including attorney’s fees and litigation expenses) that may be suffered its employees, subcontractors or incurred by reason of, or occasioned wholly or in part by, agents arising from the Contractor’s negligenceperformance of this Contract, its performance without limitation; provided, however, that the Contractor shall not be obligated to indemnify the State for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State or the acts of third parties, other than those provided by the Contractor to perform any of its obligations under the Contract, or its violation of any applicable legal requirementAgreement. For purposes of this ArticleIn connection with the foregoing, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the State shall give Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation prompt written notice of any applicable legal requirement; action, claim or threat of suit, (ii) any claimsthe opportunity to take over, costssettle or defend such action, and/or losses whatsoever occurring claim or resulting from: (a) the suit at Contractor’s failure to pay any such compensation's sole expense, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) assistance in the defense of any claim that such action at the deliverablesexpense of Contractor. This Article does not apply to any claims, productssuits, and/or services delivered or otherwise provided actions, damages and costs arising from damage to MCPS under the Contract infringe“intangible personal property,” which includes documentation, violatesoftware, dilutedata, or misappropriate any patent, copyright, trademark, or other intellectual property rightdata files that are in electronic format. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those Except as set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B.XV(A)and XVI, the Contractor must reimburse MCPS the cost limit of defending such action or proceedingsliability shall be as follows: 1. Contractor’s liability for any damages arising out of, or upon MCPS’ written demand and at the Contractor’s sole cost and expenserelated to this Contract, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Articlewhether in contract, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employees. Nothing herein or any other provision of the Contract shall be construed to abrogate, impair, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, tort or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility case exceed direct damages in: (i) an amount equal to 1.5 times the charges specified in the purchase order for the Programs and Services, or parts thereof forming the basis of the State’s claim, (said amount not to exceed a total of twelve (12) months charges payable under the Contract to defendapplicable purchase order) or (ii) one million dollars ($1,000,000), indemnify, and hold harmless MCPSwhichever is greater. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL2. Notwithstanding the above, EXEMPLARYneither the Contractor nor the State shall be liable for any consequential, INDIRECTindirect or special damages of any kind which may result directly or indirectly from such performance, INCIDENTALincluding, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACTwithout limitation, THE CONTRACTOR’S DELIVERABLESdamages resulting from loss of use or loss of profit by the State, PRODUCTSthe Contractor, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACTor by others. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.

Indemnification and Liability. A. The Contractor is responsible for Customer hereby agrees to indemnify, defend and hold the Custodian and any parent, subsidiary, related corporation, or affiliates, of the Custodian, including their respective directors, managers, officers, employees, and agents , harmless from and against any and all loss, personal injurycosts, deathdamages, costliability, claimexpenses or, damages (claims of any nature whatsoever, including but not limited to incidental and consequential damages)legal expenses, court costs, legal fees, and other expenses (costs of investigation, including attorney’s fees appeals thereof, arising, directly or indirectly thereof resulting from their reliance upon and litigation expenses) any action that may be suffered or incurred by reason ofit takes in good faith in accordance with any certificate, notice, confirmation, or occasioned wholly Instruction, purporting to have been delivered by the Designated Representative or an Investment Manager. Customer waives any and all claims of any nature it now has or may have against the Custodian and its affiliates, parent company and their respective directors, managers, officers, employees, agents and other representatives, which arise, directly or indirectly, from any action that it takes in part bygood faith in accordance with any certificate, the Contractor’s negligencenotice, its performance or failure to perform any of its obligations under the Contractconfirmation, or its violation Instruction from the Designated Representative or an Investment Manager. Customer also hereby agrees to indemnify, defend and hold the Custodian and any parent, subsidiary, related corporation, or affiliates of any applicable legal requirement. For purposes of this Articlethe Custodian, the negligence of employeesincluding their respective directors, managers, officers, employees and agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) against any claim (and all loss, costs, damages, liability, expenses or claims of any nature whatsoever, including but not limited to an enforcement action by legal expenses, court costs, reasonable legal fees, and costs of investigation, including appeals thereof, arising, directly or indirectly, out of any federal, stateloss or diminution of the Fund resulting from changes in the market value of the Fund assets; reliance, or local agency) arising action taken in reliance, on Instructions from Customer, a Designated Representative or related to an Investment Manager; any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance exercise or failure to perform exercise investment direction authority by Customer, by a Designated Representative or Investment Manager; the Custodian’s refusal on advice of counsel to act in accordance with any of its obligations under the Contractinvestment direction by Customer, a Designated Representative or its violation of an Investment Manager; any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring other act or resulting from: (a) the Contractor’s failure to pay act by Customer, a Designated Representative or an Investment Manager; any such compensationprohibited transaction or plan disqualification or other failure of a Plan to comply with applicable law due to any actions taken or not taken by the Custodian in reliance on Instructions from the Customer, wagesthe Designated Representative or an Investment Manager; or any other act the Custodian takes in good faith hereunder that arises under this Agreement or the administration of the Fund. The Custodian will have no responsibility to see that any investment directions comply with the terms of the Plan. However, benefitsif the Custodian receives any direction from the Customer, a Designated Representative or taxes; and/or (b) the supplying an Investment Manager that appears to the Contractor Custodian in its sole judgment to be incomplete or unclear, the Custodian will not be required to act on such directions and may hold uninvested any asset without liability until proper directions are received from the Customer, the Designated Representative or the appropriate Investment Manager. If investment directions are incomplete or unclear, the Custodian must notify the Customer, a Designated Representative or the Investment Manager within a reasonable period of worktime. In the absence of proper investment directions, servicesthe Custodian will not be liable for interest, materialsmarket gains or losses on any cash balances maintained in the Custodial Account. If any tax reporting information is not correctly and timely provided to the Custodian, or supplies the Designated Representative and the Customer shall hold the Custodian harmless from and indemnify it for any liability and related expenses that arise in connection with improper or in support late withholding or reporting. The Custodian shall have no liability for making any distribution or transfer pursuant to the Instruction of the performance Designated Representative (including amounts withheld pursuant to this section) and shall be under no duty to make inquiry as to whether any distribution or transfer directed by the Designated Representative is made pursuant to the provisions of the Contract; and (iii) Plan or any claim that the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, diluteapplicable law, or misappropriate as to such Instruction’s effect for tax purposes or otherwise. The Custodian shall not be liable to Customer for any patentact, copyright, trademarkomission, or other intellectual property right. B. In determination made in connection with this Agreement except for its gross negligence or willful misconduct. Without limiting the event generality of the foregoing, the Custodian shall not be liable for any losses arising from its compliance with Instructions from the Customer or a Designated Representative or an Investment Manager; or executing, failing to execute, failing to timely execute or for any mistake in the execution of any intellectual property infringementInstructions, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of unless such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS inaction is by reason of the foregoing Articles 22.A. gross negligence or 22.B., willful misconduct of the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agents, and employeesCustodian. Nothing herein The Custodian shall not be responsible for any lost profits or any other provision special, indirect or consequential damages in respect of the Contract any breach or wrongful conduct in any way related to this Agreement. The Custodian shall be construed to abrogatehave no liability for any matters beyond its control such as market loss or diminution, impairimpact of government regulations, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, third-party bankruptcies or otherwise. In addition, nothing herein or any other provision The provisions of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPS. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the termination, amendment, or expiration or earlier termination of the Contractthis Agreement.

Indemnification and Liability. A. The Contractor is responsible for any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement. For purposes of this Article, the negligence of employees, agents, affiliates, or subcontractors of the Contractor is deemed to be the negligence of the Contractor. In addition, the Contractor must defend, indemnify, and hold MCPS harmless from and against: (i) any claim (including but not limited to an enforcement action by any federal, state, or local agency) arising from or related to any loss, personal injury, death, cost, claim, damages (including but not limited to incidental and consequential damages), and other expenses (including but not limited to attorney’s fees and litigation expenses) that may be suffered or incurred by reason of, or occasioned wholly or in part by, the Contractor’s negligence, its performance or failure to perform any of its obligations under the Contract, or its violation of any applicable legal requirement; (ii) any claims, costs, and/or losses whatsoever occurring or resulting from: 1 (a) The Consultant shall defend, indemnify and hold the Contractor’s failure to pay any such compensationCOR3/P3 Authority, wages, benefits, or taxes; and/or (b) the supplying to the Contractor of work, services, materials, or supplies in connection with or in support of the performance of the Contract; and (iii) any claim that the deliverables, products, and/or services delivered or otherwise provided to MCPS under the Contract infringe, violate, dilute, or misappropriate any patent, copyright, trademark, or other intellectual property right. B. In the event of any intellectual property infringement, violation, dilution, or misappropriation claim, or if the Contractor becomes aware of the possibility of such a claim, the Contractor shall, in its discretion, within sixty (60) days: (a) furnish MCPS with non-infringing replacement of its deliverables, products, and/or services which are functionally equivalent in all material respects to MCPS’ satisfaction; (b) modify the applicable deliverables, products, and/or services so that they become non-infringing but functionally equivalent in all material respects to MCPS’ satisfaction; (c) obtain for MCPS the right to use such deliverables, products, and/or services upon commercially reasonable terms, subject to adjusted payment obligations on the part of MCPS if such terms differ from those set forth in the Contract; or (d) if and only if (a) – (c) are commercially impracticable, terminate the Contract in whole or in part and refund to MCPS the fees received for such deliverables, products, and/or services that are the subject of such a claim. C. In any action or proceeding brought against MCPS by reason of the foregoing Articles 22.A. or 22.B., the Contractor must reimburse MCPS the cost of defending such action or proceedings, or upon MCPS’ written demand and at the Contractor’s sole cost and expense, the Contractor must defend such action and proceeding by counsel approved by MCPS. D. For the purposes of this Article, MCPS includes the Board of Education of Montgomery County, and its officers, officials, agentsand employees, harmless from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent arising out of or resulting from the gross negligence or willful misconduct of the Consultant in the performance of its obligations under this Agreement (as determined by a final, non-appealable judgment by a court of competent jurisdiction) ("Claims"). Consultant, its subsidiaries and subcontractors, and employeestheir respective personnel shall not be liable to the COR3/P3 Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the COR3/P3 Authority to Consultant pursuant to this engagement, except to the extent resulting from the bad faith f / or intentional misconduct of the Consultant or its subcontractors. Nothing herein In no event shall the Consultant, its subsidiaries or subcontractors, or their respective personnel be liable to the COR3/P3 Authority for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. The foregoing limitation of liability and disclaimer shall not apply to Claims for which a party is obligated to indemnify under this Agreement. (b) Each Party shall indemnify, defend and hold harmless the other provision from and against any and all amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property, but only to the extent the foregoing arise out of the Contract indemnitor's negligence or intentional misconduct in the performance of this Agreement. Consultant shall indemnify, defend and hold harmless the COR3/P3 Authority from all Claims arising from claims brought by any subcontractor of the Consultant hereunder against the Authority for payment or for other damages arising under the applicable subcontract agreement between the Consultant and such subcontractor. (c) The COR3/P3 Authority agrees that any indemnity provided hereunder shall be construed to abrogatestrictly excess ofany available and collected insurance, impairincluding, or waive any defense, liability or damages limitation, or governmental immunity of MCPS pursuant to Maryland law, or otherwise. In addition, nothing herein or any other provision of the Contract shall be construed to require MCPS to defend, hold harmless, indemnify, or pay any expenses (including but not limited to attorney’s fees and litigation expenses) to to, the Contractor. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit its responsibility under the Contract to defend, indemnify, and hold harmless MCPSConsultant's lawyers' professional liability insurance. E. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, THE CONTRACTOR’S DELIVERABLES, PRODUCTS, SERVICES, AND/OR OTHER ITEMS PROVIDED HEREUNDER; HOWEVER, THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE. NO OTHER DISCLAIMER OR LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE DELIVERABLES, PRODUCTS, AND/OR SERVICES, OR WORK PROVIDED BY THE CONTRACTOR UNDER THE CONTRACT. F. Notwithstanding anything in the Contract to the contrary, this Article shall survive the expiration or earlier termination of the Contract.