Common use of Indemnification and Liability Clause in Contracts

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

Indemnification and Liability. To In consideration of the fullest extent permitted by applicable lawappointment of the Securities Intermediary, SUBRECIPIENT shall protect, defend, indemnify, save the Pledgor agrees to indemnify and hold the COUNTYSecurities Intermediary and each Affiliate, officer, director, shareholder, employee and agent of the Board of County CommissionersSecurities Intermediary (each, its agents, officials, and employees an “Indemnified Person”) harmless from and against any and all claimsclaim, demandsloss, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any lossliability, damage, injury, liability, cost or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for Indemnified Person by reason of or resulting from this Agreement (including its having accepted such appointment or by reason of its carrying out of any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement), and agrees to reimburse the Indemnified Person for all its expenses, including reasonable fees and expenses of counsel and court costs incurred by reason of any position or action taken by the Indemnified Person pursuant to this Agreement or in connection with any action brought to interpret or enforce the provisions of this Agreement or any part thereof, except to the extent set forth that any such claim, loss, liability, damage, cost or expense results from the Indemnified Person’s gross negligence or willful misconduct. The parties hereto hereby agree that no Indemnified Person shall be liable to such parties for any actions taken by any Indemnified Person pursuant to and in Section 768.28,compliance with the terms hereof except in respect of any liability or expenses incurred by the Indemnified Person arising from its gross negligence or willful misconduct. Any Indemnified Person may consult with legal counsel in the event of any dispute or question as to the construction of this Agreement or the Indemnified Person’s duties hereunder, and the Indemnified Person shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.

Indemnification and Liability. To the fullest extent permitted by applicable lawTenant agrees to exonerate, SUBRECIPIENT shall protectindemnify, defend, indemnify, save and hold harmless the COUNTYLandlord (and any and all persons claiming by, the Board of County Commissioners, its agents, officials, and employees harmless through or under Landlord) from and against all claims, proceedings, defenses thereof, liabilities, costs, and expenses of any kind and nature, including reasonable legal fees, arising from: (i) any breach of this Lease by Tenant or those for whom Tenant is responsible; and (ii) any injury, loss or damage occurring on or emanating from the Premises, including, without limitation, as the result of any act, omission or negligence of the Tenant, or Tenant’s contractors or licensees, or of the agents, servants, employees or business invitees of Tenant, or persons coming into the Premises for the purpose of visiting or dealing with any one or one or more of the foregoing, or arising from any accident, injury or damage occurring outside of the Premises, the parking areas and the approaches thereto, but, in, on or about the Building, which such accident, damage or injury results or is claimed to have resulted from the negligence or misconduct on the part of Tenant or Tenant’s contractors or licensees, or of the agents, servants, employees or business invitees of Tenant, including, without limitation, related to or arising from vehicles and other forms of transportation of Tenant or those acting by, through or under Tenant at the Building or the approaches thereto; provided, however the foregoing shall not apply to Landlord’s (or anyone under its control or for whom it is responsible) negligent acts and omissions. This exoneration, indemnification and hold harmless agreement shall survive the termination of this Lease for matters which arise during the term of this Lease or during any period of continued occupancy of the Premises by Tenant or parties for whom Tenant is responsible (as provided above) after the term of this Lease. Landlord agrees to exonerate, indemnify, defend, save and hold harmless the Tenant (and any and all persons claiming by, through or under Tenant) from and against all claims, demandsproceedings, finesdefenses thereof, liabilities, costs, and expenses of any kind and nature, including reasonable legal fees, arising from: (i) any breach of this Lease by Landlord or those for whom Landlord is responsible; and (ii) any injury, loss or destruction damage occurring on or emanating from the Premises, as the result of propertyany act, liabilities, damages, for claims based on omission or negligence of the negligence, misconductLandlord, or omissions Landlord’s contractors or licensees, or of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachmentsagents, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissionersservants, employees or agentsbusiness invitees of Landlord, subject or arising from any accident, injury or damage occurring outside of the Premises, but in, on or about the Building including without limitation the parking areas and the approaches thereto; provided, however the foregoing shall not apply to Tenant’s (or anyone under its control or for whom it is responsible) negligent acts and omissions. This exoneration, indemnification and hold harmless agreement shall survive the termination of this Lease for matters which arise during the term of this Lease or during any period of continued occupancy of the Premises by Tenant or parties for whom Tenant is responsible (as provided above) after the term of this Lease. Landlord and Tenant release each other from any claims and demands of whatever nature for damage, loss or injury to the limitations as set out in Florida general lawBuilding or to the other’s property in, Section 768.28on or about the Premises, Florida Statutes, as amended from time to time. Further, and the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred Building that are caused by or imposed upon the COUNTY in connection therewith for result from risks or perils insured against under any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred property insurance policies required by the COUNTY in establishing the right Lease to indemnitybe maintained. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out If required by the terms of their respective insurance policy(ies), Landlord and Tenant shall cause their insurers to waive any right of recovery by way of subrogation against either Landlord or Tenant in connection with any property damage covered by any such policies. The foregoing shall not be construed to release or alter Tenant’s and Landlord’s agreements and obligations required by any other Section of this Agreement Lease to the extent set forth in Section 768.28,be performed and/or undertaken by Tenant or Landlord.

Indemnification and Liability. To (a) In consideration of the fullest extent permitted by applicable lawappointment of Depositary, SUBRECIPIENT shall protect, defend, indemnify, save (i) Borrower agrees fully to indemnify and hold the COUNTYDepositary and its directors, officers, employees and agents (collectively, the Board of County Commissioners, its agents, officials, and employees “Indemnified Persons”) harmless from and against any and all claims, demands, fines, loss or destruction of propertylosses, liabilities, damages, for claims based on costs or expenses (including reasonable legal fees and expenses) incurred by the negligence, misconduct, Indemnified Persons by reason of or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which or any action (or inaction as the case may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(sbe) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY taken in connection therewith for (including Depositary having accepted such appointment or by reason of its carrying out of any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement), and agrees to reimburse the Indemnified Persons for all of their expenses, including reasonable fees and expenses of counsel and court costs, incurred by reason of any position or action taken (or omitted) by the Indemnified Persons pursuant to this Agreement or in connection with any action brought to interpret or enforce the provisions of this Agreement or any part thereof, except to the extent that any such claim, loss, liability, damage, cost or expense results from an Indemnified Person’s own gross negligence or willful misconduct, and (ii) in the event that Borrower fails to indemnify Depositary pursuant to clause (i) of this Section 4.6.7, the Administrative Agent agrees to promptly reimburse Depositary for the amount of any overdraft in any Account arising as a result of Depositary’s reversal of provisional credit for any Item or for Depositary’s adjustment or correction of any posting or encoding error. Notwithstanding the Administrative Agent’s obligation to reimburse Depository pursuant to the immediately preceding sentence, Depositary will immediately after any such reimbursement by Administrative Agent (a) request such reimbursement from Borrower, (b) use commercially reasonable efforts to collect any such reimbursement from Borrower (provided if there is a Bankruptcy Event existing with respect to Borrower, then no such efforts to collect are required) and (c) transfer any such reimbursement collected from Borrower, if any, to the Administrative Agent to an account specified by the Administrative Agent. The reimbursement obligation of the Administrative Agent created under this Section 4.6.7 shall be limited to the amount of funds transferred by Depositary pursuant to this Agreement to the extent set forth in Section 768.28,Administrative Agent, a Secured Party or to any third party. The above indemnification provision shall survive any termination of this Agreement including any termination under any bankruptcy or similar law or the earlier resignation or removal of Depositary or the resignation or removal of Depositary.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT Vendor shall protect, defend, indemnify, save indemnify and hold harmless the COUNTYCity and its officers, the Board of County Commissionerselected and appointed officials, its agents, officials, and employees harmless from and against any and all liability, losses, or damages as a result of claims, demands, finessuits, loss actions, or destruction proceedings of propertyany kind or nature, liabilitiesincluding but not limited to costs, damagesand fees, for claims based including attorney’s fees, judgments or settlements, resulting from or arising out of any negligent or willful act or omission on the negligencepart of Vendor or Vendor’s subcontractors, misconductemployees, agents or subcontractors during the performance of this Agreement. Such indemnification shall not be limited by reason of the enumeration of any insurance coverage herein provided. This provision shall survive completion, expiration, or omissions termination of this Agreement. Nothing contained herein shall be construed as prohibiting the SUBRECIPIENT resulting City, or its officers, agents, or employees, from defending through the SUBRECIPIENT’S work as further described selection and use of their own agents, attorneys, and experts, any claims, actions or suits brought against them. Vendor shall be liable for the costs, fees, and expenses incurred in this Agreement and its attachments, which may arise in favor the defense of any person such claims, actions, or persons resulting from suits. Nothing herein shall be construed as a limitation or waiver of defenses available to the SUBRECIPIENT’S performance or nonperformance City and employees and agents, including but not limited to the Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq. At the City Corporation Counsel’s option, Vendor must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Vendor of any of its obligations under this Agreement. Any settlement of any claim or suit related to this Project by Vendor must be made only with the prior written consent of the City Corporation Counsel, if the settlement requires any action on the part of the City. To the extent permissible by law, Vendor waives any limits to the amount of its obligations to indemnify, defend, or contribute to any sums due under any Losses, including any claim by any employee of Vendor that may be subject to the Illinois Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision, including but not limited to, Xxxxxxx v. Cyclops Welding Corporation, 146 Ill. 2d 155 (1991). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other statute. Vendor shall be responsible for any losses and costs to repair or remedy work performed under this Agreement except any damages resulting from or arising out of personal injury any act or property claims from third parties caused solely omission, neglect, or misconduct in the performance of its Work or its subcontractors’ work. Acceptance of the work by the negligence, omission(s) or willful misconduct City will not relieve Vendor of the COUNTYresponsibility for subsequent correction of any such error, omissions and/or negligent acts or of its officialsliability for loss or damage resulting therefrom. All provisions of this Section 4.8 shall survive completion, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liabilityexpiration, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms termination of this Agreement to the extent set forth in Section 768.28,Agreement.

Indemnification and Liability. KCI shall indemnify and hold harmless the Client, its officers, directors, and employees, from and against those liabilities, damages and costs that Client is legally obligated to pay as a result of the death or bodily injury to any person or the destruction or damage to any property, to the extent caused by the negligent acts, errors or omissions of KCI or anyone for whom KCI is legally responsible, subject to any limitations of liability contained in this Agreement. KCI will reimburse Client for reasonable defense costs for claims arising out of KCI’s professional negligence based on the percentage of KCI’s liability. KCI shall indemnify, defend and hold harmless the Client, its officers, directors, and employees, from and against those claims, liabilities, damages and costs arising out of third party claims to the extent caused by the negligent acts, errors or omissions of KCI or anyone for whom KCI is legally responsible, subject to any limitations of liability contained in this Agreement. The duty to defend shall not apply to professional liability claims. The foregoing defend, hold harmless and indemnity obligations shall apply solely to any such causes of action, damages, costs, expenses or defense obligations covered by KCI’s insurance. The Client agrees to indemnify and hold harmless KCI, its officers, directors, and employees against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Client’s negligent acts, errors or omissions in connection with the Services and this Agreement and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable. This Client indemnification and hold harmless includes damages, liabilities or costs arising from or relating to: slander of title or disparagement of property claims referenced in paragraph 5; changes to documents or materials referenced in paragraph 6; fees and expenses including, but not limited to cost of personnel time, court costs, litigation expenses and reasonable attorneys’ fees KCI incurs as a result of late-payment referenced in paragraph 9; and, where applicable, any loss or damage to KCI or third parties’ personnel or equipment resulting from any ground penetration except when it is the direct result of KCI's sole negligence or when caused by normal wear and tear. Neither the Client nor KCI shall be obligated to indemnify the other party in any manner whatsoever for the other party’s own negligence. If applicable to the Services, Client warrants that it has and will comply with all lawful obligations regarding hazardous or toxic substances, and it agrees to indemnify and hold KCI harmless from any loss, damage, expenditure or liability arising out of or in any way relating to the presence, discharge, exposure or release of hazardous or toxic substances of any kind except to the extent it is the direct result of KCI’s sole negligence. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protectthe total liability, defendin the aggregate, indemnifyof KCI and its officers, save and hold the COUNTY, the Board of County Commissioners, its agents, officialsdirectors, and employees harmless to Client and anyone claiming by, through or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to the Services or this Agreement, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by KCI under this Agreement or the applicable KCI insurance coverage, whichever is the lesser. Neither party shall have liability for special, incidental, or consequential damages, lost revenues, lost profits, or punitive/exemplary damages, regardless of whether either party is or was aware of the possibility or actuality of such damages and regardless of the form or theory of relief of any claim or action. If Client is subject to liquidated damages, then Client agrees to waive any potential claim against KCI for liquidated damages unless, pursuant to a final determination consistent with paragraph 11, KCI is found to be at least partially at fault, then KCI agrees to pay is proportionate share of liquidated damages. If applicable to the Services, Client agrees that KCI shall not be liable for work performed by other parties, for the accuracy of data supplied by other parties upon which KCI may rely, or for testing or inspection work performed by others, nor for any loss or damages claimed to result from penetration of the ground unless the loss or damage is a direct result of KCI's sole negligence. If applicable to the Services, Client hereby agrees that, to the fullest extent permitted by law, KCI’s maximum liability to Client for any and all claims, demands, fines, loss or destruction of property, liabilitiesactions, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages losses arising out of personal injury or property claims from third parties caused solely by in any way related to mold shall not exceed the negligence, omission(s) or willful misconduct amount of any insurance coverage available to satisfy any claim made against KCI within the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney scope of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, coverage in existence at the expense time the claim is resolved by way of the SUBRECIPIENTsettlement award or judgment (exclusive of any required deductible). The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT Client further agrees that it is responsible in no event shall KCI be liable for any and all claims arising from the hiring or damages of individuals relating to activities provided under the Agreement. All individuals hired are employees any nature, regardless of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees insurance, (including costs relating thereto) for bodily or personal injury related to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,mold claims.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, Seller agrees to indemnify, save hold harmless and hold the COUNTY, the Board of County Commissionersdefend Buyer, its agentssubsidiaries and affiliates and their respective officers, officialsdirectors, agents and employees harmless from and against any and all claimsloss, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any lossexpenses, damage, injury, liability, claims or other casualtydemands for actual or alleged infringement of any patent, trademark, copyright or trade secret arising from the purchase, use or sale of Goods or Services furnished under the Order, except where such infringement or alleged infringement arises by reason of a design originally furnished to Seller by Xxxxx. The SUBRECIPIENT additionally agrees that If the COUNTY may employ an attorney of Goods or Services or any part thereof or any use thereof be held to constitute infringement and the COUNTY’S use enjoined, Seller shall promptly and at its own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing either: (1) procure for Buyer the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for continue using the Goods or Services; or (2) replace same with non-infringing Goods or Services satisfactory to Buyer; (3) modify the Goods or Services in a way satisfactory to Buyer so they become non-infringing; or (4) Buyer may cancel any and or all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms unused portion of this Agreement Order and may return to Seller for full credit the unused portion of any Goods delivered pursuant to it. Seller’s indemnification obligations set forth above shall be excused to the extent set forth in Section 768.28,that Xxxxx’s failure to provide prompt notice of the applicable claim or reasonably to cooperate (at Seller’s expense) materially prejudices the defense. Seller shall control the defense of any indemnified claim, including appeals, negotiations, and any settlement or compromise thereof; provided that Xxxxx shall have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. SELLER AGREES TO INDEMNIFY AND HOLD HARMLESS BUYER, ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, AGENTS, AND EMPLOYEES, AND BUYER CUSTOMERS FROM ANY AND ALL LOSSES, EXPENSES, DAMAGES, LIABILITY, CLAIMS OR DEMANDS ARISING OUT OF OR INCIDENTAL TO THE PERFORMANCE, MANUFACTURE, DELIVERY OR INSTALLATION OF GOODS OR THE FURNISHING OF SERVICES UNDER BUYER’S ORDER, INCLUDING WITHOUT LIMITATION ANY RECALL, LATENT DEFECTS, REPLACEMENT OR CORRECTION OF THE GOODS, DEATH OR INJURY TO ANY PERSON, PROPERTY DAMAGE OR LOSS OR ANY BREACH OF WARRANTY OR ACT OR OMISSION OF SELLER, ITS AGENTS, EMPLOYEES OR SUBCONTRACTORS. OTHER THAN THE PURCHASE ORDER PRICE OR ANY OTHER CHARGES THAT MAY BE AGREED TO IN WRITING BETWEEN BUYER AND SELLER, BUYER WILL NOT BE RESPONSIBLE IN ANY WAY TO SELLER FOR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT LOSSES OR DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR ECONOMIC LOSS) DUE TO ANY CAUSE WHATSOEVER, EVEN IF BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT Each Concessionaire shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees Government harmless from and against any and all claims, demands, finesclaims instituted against the Government by third parties in respect of injury, loss or destruction damage caused by the Concessionaires in the conduct of propertythe Petroleum Operations, liabilitiesprovided that the claims are duly qualified by a third party or the Government. In no case shall the Concessionaire's liability under this Article include punitive damages. The Government shall indemnify and hold each Concessionaire, damagesits Subcontractors and any of its Affiliated Companies harmless from and against any and all claims instituted against the Concessionaire, for claims based on its Subcontractors and any of its Affiliated Companies by third parties in respect of injury, loss or damage caused by the negligence, misconduct, acts or omissions of the SUBRECIPIENT resulting from Government in its commercial capacity. Except as provided for in Article 17.8 no Party hereto shall settle or negotiate any claim for which another Party is responsible hereunder without the SUBRECIPIENT’S work as further described prior written consent of such other Party, and in the event that it does so, the indemnity aforesaid shall not have effect in relation to the claim so settled or compromised. Unless otherwise provided in this Agreement EPCC, each Concessionaire, its Subcontractors and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising Affiliated Companies carrying out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, Petroleum Operations on behalf of the COUNTYConcessionaires shall not be liable to the Government and the Government shall not be liable to a Concessionaire, for consequential loss or damage including but not limited to inability to produce Petroleum, loss of Production or loss of profit. Subject to Article 17.4, in carrying out Petroleum Operations under this EPCC each Concessionaire shall be liable for any injury, loss or damage suffered by the Government and caused by the Concessionaires or by any Affiliated Company or Subcontractor carrying out Petroleum Operations on behalf of the Concessionaires if the injury, loss or damage is the result of the Concessionaire's, the Affiliated Company's or the Subcontractor's failure to meet the standards required by this EPCC and the applicable law. Any claim pursued by any third parties which would entitle any of the Parties (together the "Indemnified Party") of this EPCC to be indemnified by any of the other Parties of this EPCC (together the "Indemnifying Party") shall be promptly communicated by notice to the Indemnifying Party so that the Indemnifying Party may promptly intervene in the claim and pursue its defence. The notice shall include a description of the third party claim and shall be accompanied by copies of all relevant papers received by the Indemnified Party and its counsel with respect to such third party claim. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in contesting such third party claim. If the Indemnified Party fails promptly to communicate by notice as provided above and thereby causes the Indemnifying Party not to be able to properly pursue its defense, the Indemnified Party shall lose its rights to the indemnification under this Article. If within thirty 30 (thirty) days of receipt of such claim notice, the Indemnifying Party notifies the Indemnified Party that it elects to assume the defense of such claim, then the Indemnifying Party shall have the rights to defend, at its cost and expense, such claim by all appropriate proceedings including compromise or settlement thereof, so long as any settlement agreement does not provide for or result in any continuing liability or obligation on the Indemnified Party in respect of such third party claim. If the Indemnifying Party fails timely to elect to assume the defense of such claim, then the Indemnified Party shall have the right to defend at the sole cost and expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay Indemnifying Party the third party claim by all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for appropriate proceedings including any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with compromise or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,settlement thereof.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the Docusign Envelope ID: 78C02DD2-B828-4731-A9D1-AD33CA3756BB COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, Customer hereby agrees to indemnify, save defend and hold the COUNTYCustodian and any parent, subsidiary, related corporation, or affiliates of the Board of County CommissionersCustodian, its including their respective directors, managers, officers, employees and agents, officials, and employees harmless from and against any and all claimsloss, demands, fines, loss or destruction of property, liabilitiescosts, damages, for liability, expenses or claims based on the negligenceof any nature whatsoever, misconductincluding but not limited to legal expenses, court costs, legal fees, and costs of investigation, including appeals thereof, arising, directly or indirectly thereof resulting from their reliance upon and any action that it takes in good faith in accordance with any certificate, notice, confirmation, or omissions Instruction, purporting to have been delivered by the Designated Representative or an Investment Manager. The Customer agrees to indemnify and hold the Custodian harmless for all costs, penalties, interest, and fees, including attorneys fees, it incurs with respect to any contention or allegation that the Custodian engaged in a prohibited transaction once the Custodian has provided its disclosures as required by 29 CFR 2550.408b-2(c), if any. 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 good faith in accordance with any certificate, notice, confirmation, or Instruction from the Designated Representative or an Investment Manager. Customer and the Trustee also hereby agree to indemnify, defend and hold the Custodian and any parent, subsidiary, related corporation, or affiliates of the SUBRECIPIENT Custodian, including their respective directors, managers, officers, employees and agents, harmless from and against any and all loss, costs, damages, liability, expenses or claims of any nature whatsoever, including but not limited to legal expenses, court costs, legal fees, and costs of investigation, including appeals thereof, arising, directly or indirectly, out of any loss or diminution of the Fund resulting from changes in the SUBRECIPIENT’S work as further described market value of the Fund assets; reliance, or action taken in this Agreement and its attachmentsreliance, which may arise on Instructions from Customer, a Designated Representative or an Investment Manager; any exercise or failure to exercise investment direction authority by Customer, by a Designated Representative or Investment Manager; the Custodian’s refusal on advice of counsel to act in favor accordance with any investment direction by Customer, a Designated Representative or an Investment Manager; any other act or failure to act by Customer, a Designated Representative or an Investment Manager; any prohibited transaction or plan disqualification of a Qualified Plan due to any person actions taken or persons resulting not taken by the Custodian in reliance on Instructions from the SUBRECIPIENT’S performance Customer, the Designated Representative or nonperformance of its obligations an Investment Manager; or any other act the Custodian takes in good faith hereunder that arises under this Agreement except or the administration of the Fund. The Custodian will have no responsibility to see that any damages arising out investment directions comply with the terms of personal injury the Qualified Plan. However, if the Custodian receives any direction from the Customer, a Designated Representative or property claims an Investment Manager that appears to the 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 third parties caused solely 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 time. In the absence of proper investment directions, the Custodian will not be liable for interest, market 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, 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 late withholding or reporting. The Custodian shall have no liability for making any distribution or transfer pursuant to the Instruction of the 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 negligenceDesignated Representative is made pursuant to the provisions of the Plan or any applicable law, omission(s) or as to such Instruction’s effect for tax purposes or otherwise. The Custodian shall not be liable to Customer for any act, omission, or determination made in connection with this Agreement except for its gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Custodian shall not be liable for any losses arising from its compliance with Instructions from the Customer, 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 Instructions, unless such action or inaction is by reason of the gross negligence or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualtyCustodian. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is Custodian shall not be responsible for any and all claims arising from the hiring lost profits or any special, indirect or consequential damages in respect of individuals relating any breach or wrongful conduct in any way related to activities provided under the this Agreement. All individuals hired are employees The Custodian shall have no liability for any matters beyond its control such as market loss or diminution, impact of government regulations, third-party bankruptcies or otherwise. If the Customer, Designated Representative or Investment Manager desires to invest in any type of unitized company stock, managed portfolio or ETF, it must first complete the Unitization Implementation Package provided by the Custodian and have it accepted by the Custodian. The Custodian shall have no liability with respect to the unitized investments, and the Customer and the Designated Representative shall indemnify and hold the Custodian harmless from and against all costs, damages, losses, and fees that exist or result from unitization of any assets of the SUBRECIPIENT and not of the COUNTYQualified Plan. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms provisions of this Agreement to Article shall survive the extent set forth in Section 768.28,termination, amendment or expiration of this Agreement.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, Contractor agrees to indemnify, save defend with counsel approved in writing by County, which approval shall not be unreasonably withheld, and hold the COUNTYCounty, the its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County CommissionersIndemnitees”), its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss demands or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor liability of any person kind or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of nature, including but not limited to personal injury or property claims damage, arising from third parties caused solely or related to the services, products or other performance provided by Contractor pursuant to this Contract arising from a willful or negligent act, error or omission of Contractor, its employees, agents, or contractors. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the negligencecourt. Neither Party shall request a jury apportionment. Notwithstanding the foregoing, omission(s) excluding third party claims for patent, copyright or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Furthertrade secret infringement, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith total liability of Contractor for any loss, damage, injury, liability, claim or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims damage arising from or otherwise related to this Contract, whether in contract, tort, by way of indemnification or under statute, shall be limited to direct damages which shall not exceed (i) one and one-half (1.5) times the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent Contract Price set forth in Section 768.28,Attachment B not including years 1-5 of annual maintenance and support and subscription fees; or (ii) for claims arising under annual software support, the software support fee paid during the twelve (12) month support term in which the claim arises; or (iii) in the case of bodily injury, personal injury or property damage for which defense and indemnity coverage is provided by Contractor’s insurance carrier, the coverage limits of such insurance. IN NO EVENT SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR OTHERWISE RELATED TO THIS CONTRACT, REGARDLESS OF WHETHER A PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.