Common use of Indemnification and Limitation of Liability Clause in Contracts

Indemnification and Limitation of Liability. a. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party (the “Indemnified Party”) from all losses, liabilities, damages, claims, costs or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless hereby indemnifies the other party (the “Indemnified Innocent Party”) from against all lossesliability, liabilitiesdamages or loss, damagesincluding any civil or criminal fines imposed by any relevant government or regulatory authority, claims, costs or expenses (including reasonable attorney fees or court costs) resulting solely and arising directly from (and any reasonable cost, charge or expense incurred in connection with) any action, claim, suit or demand by any person against the Indemnifying Party’s material breach Innocent Party pursuant to 12.1.1. any unlawful act or omission of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to or its employees, sub-contractors, directors or agents in connection with this Agreement; or 12.1.2. a breach by the Indemnified Indemnifying Party of any of the terms of this Agreement. If any action, claim, suit or demand (“Claim”) is made by any person against the Innocent Party which, if satisfied or paid by the Innocent Party, would result in any liability of the Indemnifying Party pursuant to this Agreement; providedthe provisions of clause 12.1, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified the Innocent Party agrees shall give written notice of the Claim to give the Indemnifying Party prompt written notice as soon as practical of becoming aware thereof. Neither Party shall be obliged to indemnify the other Party according to the provisions of this clause 12 to the extent that the loss, liability, cost, charge or expense suffered or sustained by such other Party is the direct result of any claim breach, act or omission by such other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out ofof its obligations in terms of this Agreement. Notwithstanding the provisions of this clause 12, or related toneither Party shall, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding under any fees paid for public opinion surveys or polls conducted by third parties)circumstances, and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for any indirect, incidentalspecial and/or consequential damages, specialincluding loss of profits, consequential, punitive, exemplary or any suffered by the other type Party. Any liability for damages by either Party in terms of damages arising out of or related this clause 12 shall be limited to this Agreement or the ServicesR2,000,000.00 (two million Rand).

Indemnification and Limitation of Liability. a. Each party 32.1 Insurer (the “"Indemnifying Party”") agrees undertakes to indemnify, defend and hold harmless the other party SHA (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (Collectively “Loss”) on account of bodily injury, death or damage to tangible personal property arising due to failure to perform its obligations and responsibilities in favour of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or willful default in performance or non-performance under this Agreement. 32.2 If the Indemnified Party promptly notifies Indemnifying Party in writing of a third party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against Indemnified Party. 32.3 The liability of either Party (whether in contract, costs tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Agreement, including the work, deliverables or Services covered by this Agreement, shall be the payment of direct damages only which shall in no event exceed one time the total contract value payable under this Agreement. The liability cap given under this Clause shall not be applicable to the indemnification obligations set out in Clause 33 and breach of Clause 31 32.4 In no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterlost savings). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party (the “Indemnified Party”) from all losses, liabilities, damages, claims, costs or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&MTBWB’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M TBWB pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M TBWB be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. 11.1 Each party (the “Indemnifying Party”) agrees to indemnifyshall at all times defend, defend indemnify and hold harmless the other party and said other party’s successors, assigns, shareholders, partners, directors, officers, agents, affiliates, subsidiaries, parent company, and employees (collectively, the “Indemnified PartyParties”) from and against any and all lossesclaims, actions, liabilities, judgments, penalties, losses, expenses, damages, claimsproceedings, costs or and lawsuits, including without limitation, reasonable expenses of litigation (including reasonable attorney fees attorney’s fees) (individually a “Claim” and collectively the “Claims”) arising, or court costsresulting from, directly or indirectly, out of a party’s: (i) resulting solely and directly from negligence, strict liability or intentional misconduct; (ii) any breach of this Agreement; (iii) any alleged violation by the Indemnifying Party of any Applicable Law; or (iv) any actual or alleged infringement on the intellectual property rights of a third party. The parties agree that this indemnification obligation shall survive the expiration or termination of this Agreement until any claim, action or cause of action representing the above is fully and finally barred by the applicable statute of limitation. 11.2 Except for each Party’s material indemnification obligations in Section 11.1 above, no Party shall be liable to the other Party under or in connection with this Agreement, whether arising under statute or arising in or for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty for (a) any provision loss of profits, business, goodwill, or reputation; or (b) any special, indirect or consequential loss. 11.3 Notwithstanding anything to the contrary in this Agreement, willful misconductService Provider will not be responsible or liable for any product defects, gross negligencenon-conformity of Products, short-ships, delayed shipments, or infringement of any patent, copyright, trade secret, similar product production or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreementdelay issues; provided, however, this Section does not cover any acts Service Provider will provide commercially reasonable cooperation to Service Recipient in seeking reimbursement, remedies or omissions by any third party pollsters. The Indemnified Party agrees to give resolutions for such issues from the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterproduct manufacturer. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each 5.1 The Parties shall indemnify, defend and hold each other and their respective Affiliates, officers, employees and agents harmless from and against any and all losses, costs, damages, fees or expenses, including but not limited to claims on patent infringement and / or infringement of any third party intellectual property rights, as well as product liability claims, complaints or procedures, relating to the Product or otherwise caused by the Services or the Additional Services. (“Losses”) incurred in connection with or arising out of any: (i) Third Party claims, demands, suits, proceedings or causes of actions (“Claims”) to the extent arising out of the breach of any Party to provisions of this Agreement; (ii) Third Party Claims to the extent arising out of any neglicence or willful misconduct of the Parties in the performance of any obligations under this Agreement. 5.2 All indemnification claims in respect of any person seeking indemnification (collectively the “Indemnitees” and each an “Indemnitee”) under section 5.1) shall be made by the corresponding Party (the “Indemnified Party”). The Indemnified Party shall give to the other Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party prompt written notice (the “Indemnified PartyIndemnification Claim Notice”) from of any Losses or the discovery of any fact upon which such Indemnified Party intends to base an indemnification request pursuant to clause 5.1. Each Indemnification Claim Notice must contain a description of the Claim and the nature and the amount of such Loss (to the extent that the nature and the amount are known at such time). Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party 3 | Page COMMERCIAL SUPPLY AND SERVICES AGREEMENT - DRUG PRODUCT copies of all losses, liabilities, damages, claims, costs or expenses the notices and documents (including reasonable attorney fees court papers) received by any Indemnitee in connection with the Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party to the extent any admission or court costs) resulting solely statement made by the Indemnified Party materially prejudices the defence of such Third Party Claim. Where required the Indemnifying Party shall promptly send a copy of the Indemnification Claim Notice to its relevant insurers and directly from shall permit them to exercise rights of subrogation. 5.3 At its option the Indemnifying Party may assume control of the defence of any Third Party Claim by giving written notice to the Indemnified Party within [***] Business Days after the Indemnifying Party’s material receipt of an Indemnification Claim Notice. 5.4 If the Indemnifying Party chooses not to take control of the defence or prosecute any Third Party Claim, the Indemnified Party shall retain control of the defence thereof, but no Indemnified Party or Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 5.5 Xxxxxxxxxx excludes any liability for punitive or exemplary damages, recall costs or loss of profit or indirect or consequential damages or damages on Customer Material provided that they do not depend on any wilful misconduct, gross negligence or breach of any provision in of this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of5.6 The Parties overall liability, or related toincluding the obligation to indemnify, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related in connection with this Agreement, whether in contract or tort, statutory or otherwise is limited to the amount of [***] of the [***]. This limitation does not apply in case of liability arising out of willful misconduct or gross negligence of any of the party including death or personal injury resulting from its negligence, or any liability for fraud, fraudulent misrepresentation or any other liability that cannot be restricted by law. 5.7 If Xxxxxxxxxx’x cooperation is required in administrative procedures, especially in procedures of admission, customs or of importation, Customer indemnifies Xxxxxxxxxx from any liability which may arise out of this Agreement cooperation. That applies, in particular, in cases, where Xxxxxxxxxx, on Customer’s request, makes statements or the Servicesapplications at or towards governmental authorities or where Xxxxxxxxxx participates in making those statements or applications.

Indemnification and Limitation of Liability. a. 4.1. Each party Party (“the “Indemnifying Party”) agrees to indemnify, defend shall indemnify and hold harmless keep the other party Party (“the “Indemnified Party”) from all lossesindemnified against any action, liabilitiesliability, damagescost, claimsclaim, costs or expenses loss, damage, proceedings, expense (including reasonable attorney fees legal costs on attorneys) suffered or court costsincurred by Indemnified Party or in any way arising from: - (a) resulting solely and directly from any breach by the Indemnifying Party of any of its obligations, representations, or warranties under this Agreement; (b) any matter relating to the Services hereunder or the performance of the Indemnifying Party’s material breach obligations hereunder, or in any way arising out of any provision in this Agreementthird-party claims, willful misconductany claims arising from any act alleged to be illegal, gross negligenceclaims for defamation, infringement of intellectual property rights, damage to computer database, loss of data or distribution of illegal or obscene or offensive material; (c) violation of any laws or regulation of any governmental, regulatory, or infringement judicial authority by the Indemnifying Party; (d) the gross negligence or willful misconduct of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished or its employees or agents in connection with this Agreement. immediately preceding the occurrence of the claim from which the costs or expense arise and shall be subject to the Indemnified Party pursuant following conditions having been met: (i) The Merchant must have expended best efforts towards recovery of any amounts lost including (but without limitation to) recovery from Customers; (ii) Xxxxx shall not indemnify the Merchant against any losses arising fully or in part from actions, inactions, faults, or negligence of the Merchant or any third parties; (iii) Without prejudice to the limitation of liability set out in this, the Merchant must have notified Xxxxx of any direct loss in respect of which a claim of indemnity arises within thirty days of the loss occurring. Xxxxx shall not be under obligation to indemnify the Merchant against any direct loss in respect of which notice has not been issued in accordance with the provisions of this Agreement; providedclause. 4.2. Further, howeverthe Merchant shall indemnify and keep Xxxxx indemnified against any action, this Section does not cover liability, cost, claim, loss, damage, proceedings, expense (including legal costs on attorneys) suffered or incurred by Xxxxx or in any acts or omissions way arising from: - (a) any penalty imposed on Xxxxx by any third party pollstersPayment Facility Provider consequent to the fact that the number and quantum of charge back requests received in relation to the Payment Gateway is beyond the limits considered acceptable for provision of the Payment Gateway; (b) any action taken by Customers against Xxxxx. 4.3. The Indemnified Party agrees Without prejudice to give any remedies available to Cheda, Cheda shall be under no liability whatsoever to the Indemnifying Party prompt written notice Customer or merchant in respect of any claim loss or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party damage arising directly or indirectly out of: (a) any defect in the defense Merchant Services; (b) the refusal by the Merchant to honor or accept a Payment; (c) the malfunction of any such claim of the Merchant’s computer terminal or equipment; (d) the giving of Transaction instructions by any person other matterthan by a Customer; (e) any injury to the credit character and reputation of the Customer alleged to have been caused by the return or the refusal by the Merchant to honour or accept a Payment; (f) any misstatement, misrepresentation, error, or omission in any details disclosed by the Merchant to Xxxxx. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, (g) Float token purchased by the merchants in respect to facilitate services to customers. 4.4. Notwithstanding anything to the contrary contained in this Agreement or the Services a Party, its officers, employees, sub-contractors, agents and partners shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable to the other Party for any indirect, incidental, special, consequential, punitiveincidental or special loss including (but not limited to) loss of profit, exemplary anticipated float token, loss of goodwill, corruption or any other type loss of damages arising out of or related to this Agreement or the Servicesdatahowsoever arising.

Indemnification and Limitation of Liability. a. Each party ISA (the “"Indemnifying Party”") agrees undertakes to indemnify, defend and hold harmless the other party NHA (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (Collectively “Loss”) on account of bodily injury, death or damage to tangible personal property arising in favour of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or willful default in performance or non-performance under this Agreement. 11.1 If the Indemnified Party promptly notifies Indemnifying Party in writing of a third party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against Indemnified Party. 11.2 The liability of either Party (whether in contract, costs tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Agreement, including the work, deliverables or Services covered by this Agreement, shall be the payment of direct damages only which shall in no event exceed one time the total contract value payable under this Agreement. For the purpose of this clause, “one time of the total contract value” shall mean 100% of contract value of the respective work order/ Terms of Reference/RFQ issued through RFE. 11.3 In no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterlost savings). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party (the “Indemnifying Party”) 8.1 Licensee agrees to indemnifyprotect, defend indemnify and hold harmless the other party Licensor, and its directors, officers, employees, licensees, agents, representatives, successors and assigns (collectively, the “Indemnified PartyParties”), from and against any and all claims, suits, actions or allegations brought or asserted by a third party (each, a “Claim”) from all losses, and any resulting liabilities, damages, claimsjudgments, costs or expenses (and expenses, including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirectfees, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to (a) Licensee’s use of the Licensed IP pursuant to this Agreement and (b) Licensee’s breach of its representations, warranties and other obligations under this Agreement. Licensee shall keep Licensor fully informed of the status and progress with regard to any Claim, and shall provide Licensor with copies of all documentation relating to the foregoing. 8.2 Licensor shall promptly notify Licensee upon the assertion of any Claim against an Indemnified Party, and shall give Licensee a reasonable opportunity to defend and/or settle the Claim at its own expense. Licensee shall have the sole right to designate the counsel to handle any such defense or settlement negotiations, and the ServicesIndemnified Parties shall provide Licensee with such assistance as it may reasonably request in order to ensure a proper and adequate defense of a Claim. Any settlement of a Claim must be approved in writing by the applicable Indemnified Party prior to the execution of any settlement agreement. 8.3 Neither Party shall in any circumstances be liable for any Claim, whether arising in contract, tort or otherwise, for consequential (including lost profits (except to the extent recoverable as or deemed a direct damage under applicable law), contracts, business, goodwill, income, production or accruals of any such other Party), economic, special or other indirect loss of any other Party. Provided, however, that if in connection with any Claim a Party is required to pay damages to a third party based on consequential, economic, special or other indirect losses of such third party, such liability for such damages shall be deemed to be a direct loss of the Party that is required to pay such amounts to such third party

Indemnification and Limitation of Liability. a. Each party (the “Indemnifying Party”a) The Company agrees to indemnify, defend indemnify and hold harmless the other party Consultant and Xxxxxx individually (each, an “Indemnified Party” and collectively, the “Indemnified PartyParties”) from against any and all losses, liabilitiesclaims, damages, claimsliabilities, penalties, obligations and expenses, including the reasonable costs for counsel or expenses others in investigating, preparing or defending any action or claim, whether or not in connection with litigation in which any Indemnified Party is a party, as and when incurred, caused by, relating to, based upon or arising out of (including reasonable attorney fees directly or court costsindirectly) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Parties’ acceptance of or the performance or nonperformance of their obligations under the Agreement; provided, however, this Section does such indemnity shall not cover apply to any acts such loss, claim, damage, liability or omissions by any third party pollstersexpense to the extent: (i) resulting primarily and directly from such Indemnified Party's gross negligence or willful misconduct, or (ii) arising from a dispute between the Company or its affiliate, on the one hand, and Consultant or Xxxxxx on the other hand. The Company also agrees that (1) no Indemnified Party agrees shall have any liability (whether direct or indirect, in contract or tort or otherwise) to give the Indemnifying Party prompt written notice Company for or in connection with the engagement of Consultant except to the extent that any claim such liability for losses, claims, damages, liabilities or other matter as to which it believes expenses result primarily and directly from such Indemnified Party's gross negligence or willful misconduct or breach of this indemnification provision appliesAgreement, and to co-operate with the Indemnifying Party (2) in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable will any Indemnified Party have any liability to the Company for indirect, incidental, special, consequential, punitiveincidental or exemplary damages or loss (nor any lost profits, exemplary savings or business opportunity). The Company further agrees that it will not, without the prior consent of an Indemnified Party, settle or compromise or consent to the entry of any other type judgment in any pending or threatened claim, action, suit or proceeding in respect of damages which such Indemnified Party seeks indemnification hereunder (whether or not such Indemnified Party is an actual party to such claim, action, suit or proceedings) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liabilities arising out of such claim, action, suit or related proceeding. (b) If any action, proceeding or investigation is commenced to this Agreement which any Indemnified Party proposes to demand indemnification hereunder, such Indemnified Party will notify the Company with reasonable promptness; provided, however, that any failure by such Indemnified Party to notify the Company will not relieve the Company from its obligations hereunder, except to the extent that such failure shall have actually prejudiced the defense of such action. The Company shall promptly pay expenses reasonably incurred by any Indemnified Party in defending, participating in, or settling any action, proceeding or investigation in which such Indemnified Party is a party or is threatened to be made a party or otherwise is participating in by reason of the Servicesengagement under the Agreement, upon submission of invoices therefor, whether in advance of the final disposition of such action, proceeding, or investigation or otherwise. Each Indemnified Party hereby undertakes, and the Company hereby accepts its undertaking, to repay any and all such amounts so advanced if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified therefor. If any such action, proceeding or investigation in which an Indemnified Party is a party is also against the Company, the Company may, in lieu of advancing the expenses of separate counsel for such Indemnified Party, provide such Indemnified Party with legal representation by the same counsel who represents the Company, provided such counsel is reasonably satisfactory to such Indemnified Party, at no cost to such Indemnified Party; provided, however, that if such counsel or counsel to the Indemnified Party shall determine that due to the existence of actual or potential conflicts of interest between such Indemnified Party and the Company such counsel is unable to represent both the Indemnified Party and the Company, then the Indemnified Party shall be entitled to use separate counsel of its own choice, and the Company shall promptly advance its reasonable expenses of such separate counsel upon submission of invoices therefor. Nothing herein shall prevent an Indemnified Party from using separate counsel of its own choice at its own expense. The Company will be liable for any settlement of any claim against an Indemnified Party made with the Company’s written consent, which consent shall not be unreasonably withheld. (c) In order to provide for just and equitable contribution if a claim for indemnification pursuant to these indemnification provisions is made but it is found by a court or arbitrator of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification, then the relative fault of the Company, on the one hand, and the Indemnified Parties, on the other hand, in connection with the statements, acts or omissions which resulted in the losses, claims, damages, liabilities and costs giving rise to the indemnification claim and other relevant equitable considerations shall be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution hereunder from any person who is not also found liable for such fraudulent misrepresentation.

Indemnification and Limitation of Liability. a. 4.1. Each party Party (“the “Indemnifying Party”) agrees to indemnify, defend shall indemnify and hold harmless keep the other party Party (“the “Indemnified Party”) from all lossesindemnified against any action, liabilitiesliability, damagescost, claimsclaim, costs or expenses loss, damage, proceedings, expense (including reasonable attorney fees legal costs on attorneys) suffered or (a) any breach by the Indemnifying Party of any of its obligations, representations, or court costswarranties under this Agreement; (b) resulting solely and directly from any matter relating to the Services hereunder or the performance of the Indemnifying Party’s material breach obligations hereunder, or in any way arising out of any provision in this Agreementthird-party claims, willful misconductany claims arising from any act alleged to be illegal, gross negligenceclaims for defamation, infringement of intellectual property rights, damage to (c) violation of any laws or regulation of any governmental, regulatory, or infringement judicial authority by the Indemnifying Party; (d) the gross negligence or willful misconduct of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to or its employees or agents in connection with this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&MPROVIDED THAT Hobbiton Technologies’s sole and maximum cumulative liability arising out of, or related to, under this Agreement or the Services shall not exceed the fees paid commission earned by Client Hobbiton Technologies under this Agreement in the month immediately preceding the occurrence of the (i) The Merchant must have expended best efforts towards recovery of any amounts lost including (but without limitation to) recovery from Customers; (ii) Hobbiton Technologies shall not indemnify the Merchant against any (iii) Without prejudice to TBWBH/P&M pursuant the limitation of liability set out in this, the Merchant must have notified Hobbiton Technologies of any direct loss in respect of which a claim of indemnity arises within thirty days of the loss 4.2. Further, the Merchant shall indemnify and keep Hobbiton Technologies (a) any penalty imposed on Hobbiton Technologie by any Payment Facility Provider consequent to Sections 3.a the fact that the number and 3.b quantum of chargeback requests received in relation to the Payment Gateway is beyond the limits (excluding b) any fees paid for public opinion surveys action taken by Customers against Hobbiton Technologies. 4.3. Without prejudice to any remedies available to Hobbiton Technologies, Hobbiton Technologies shall be under no liability whatsoever to the Customer in respect of any loss or polls conducted damage arising directly or indirectly out of: (a) any defect in the Merchant Services; (b) the refusal by third parties)the Merchant to honour or accept a Payment; (c) the malfunction of any of the Merchant’s computer terminal or equipment; (d) the giving of Transaction instructions by any person other than by a Customer; (e) any injury to the credit character and reputation of the Customer alleged to have been caused by the return or the refusal by the Merchant to honour or accept a Payment; (f) any misstatement, misrepresentation, error, or omission in any details disclosed by the Merchant to Hobbiton Technologies. 4.4. Notwithstanding anything to the contrary contained in this Agreement a Party, its officers, employees, sub-contractors, agents and any attorneys’ fees and costs owed under Section 12. In no event partners shall TBWBH/P&M not be liable to the other Party for any indirect, incidental, special, consequential, punitive, exemplary incidental or any other type of damages arising out of or related to this Agreement or the Services.special loss including (but

Indemnification and Limitation of Liability. a. Each party TPA (the “"Indemnifying Party”") agrees undertakes to indemnify, defend and hold harmless the other party OICL (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (Collectively “Loss”) on account of bodily injury, death or damage to tangible personal property arising due to failure to perform its obligations and responsibilities in favor of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or wilful default in performance or non- performance under this Agreement. If the Indemnified Party promptly notifies Indemnifying Party in writing of a third party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against Indemnified Party. The liability of either Party (whether in contract, costs tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Agreement, including the work, deliverables or Services covered by this Agreement, shall be the payment of direct damages only which shall in no event exceed one time the total contract value payable under this Agreement. The liability cap given under this Clause shall not be applicable to the indemnification obligations set out in Clause and breach of Clause In no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterlost savings). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party 36.1 Insurer (the “"Indemnifying Party”") agrees undertakes to indemnify, defend and hold harmless the other party SHA (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (Collectively “Loss”) on account of bodily injury, death or damage to tangible personal property arising due to failure to perform its obligations and responsibilities in favor of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or willful default in performance or non-performance under this Insurance Contract. 36.2 If the Indemnified Party promptly notifies Indemnifying Party in writing of a third-party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against Indemnified Party. 36.3 The liability of either Party (whether in contract, costs tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Insurance Contract, including the work, deliverables or Services covered by this Insurance Contract, shall be the payment of direct damages only which shall in no event exceed one time the total contract value payable under this Insurance Contract. The liability cap given under this Clause 36.3 shall not be applicable to the breach of Clause 36. 36.4 In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damage, loss, or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterlost savings). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. 9.1. Each party Party (the “Indemnifying PartyIndemnifier”) shall indemnify, defend and hold each other Party (the “Indemnitee”) along with the Indemnitees’s Affiliates, officers, directors, agents, and employees, from and against any third-party action, claim, suit, proceeding, demand, investigation, or charge alleging any costs, losses, liabilities, damages, fines, judgments, fees, or expenses (including reasonable attorneys’ fees and court costs) to the extent directly caused by: i. any failure by Indemnifier to comply with Applicable Law in connection with this Agreement; ii. any liability or damage incurred by reason of any negligent act or omission of such Party or its officers, directors, agents, and employees. Neither Party may settle any action, claim, suit, proceeding, demand, investigation, or charge under this Article 9.1 without the other Party’s prior written consent. Each Party shall be entitled to participate in any defense using its own counsel at its own cost. 9.2. Subject to other provisions of this Article 9, each Indemnifier hereby agrees to indemnify, defend and hold harmless the other party (the “Indemnified Party”) Indemnitee and its respective Affiliates, officers, directors, agents and employees from and against any and all losses, liabilities, damages, liens, claims, obligations, judgments, penalties, deficiencies, costs or and expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12court costs) (“Loss”) to the extent resulting from or arising out of any negligence or breach or omission of performance by such Party of any of the representations, covenants or other agreements in this Agreement. 9.3. In no event Any Party claiming to be an Indemnitee shall TBWBH/P&M promptly notify the Indemnifier in writing of the potential Loss, and the breach, act or omission which lead to the Loss, and shall use reasonable efforts, including cooperating with the Indemnifier, to mitigate the Loss. The Indemnifier shall not be liable for indirectLosses to the extent they can be attributed to the acts or omissions of the Party claiming to be the Indemnitee. In addition, incidentaland subject to other provisions of this Article 9, specialif any Co-location Server is damaged or lost due to reasons attributable to Service Provider, consequentialService Provider hereby agrees to indemnify, punitivedefend and hold harmless CTG and its respective Affiliates, exemplary or officers, directors, agents and employees from and against any other type and all Losses arising therefrom, based on the fair market value of damages arising out of or related to this Agreement or the Servicessuch Co-location Server. 9.4. OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ANY AND ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT IN TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 9.5. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, WHETHER BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER WILL NOT BE LIABLE TO CTG FOR ANY LOSSES INCURRED BY CTG TO THE EXTENT CAUSED BY THE USE OF CTG’S PREFERRED MONITORING SOFTWARE. 9.6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY’S LIABILITY (WHETHER BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE) TO THE OTHER PARTY, OTHER THAN THE LIABILITY FOR THE PAYMENT OF DELAYED COMPENSATION OR FEES, EXCEED: (a) THE FEES PAID TO SERVICE PROVIDER DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT THAT RESULTED IN THE LIABILITY (NOT INCLUDING ANY REIMBURSEMENTS FOR POWER); OR (b) IF THE LIABILITY RELATES TO DAMAGE OR LOSS TO ANY CO-LOCATION SERVERS THAT CANNOT BE REPAIRED AND WHICH IN EACH CASE WAS PRIMARILY CAUSED BY SERVICE PROVIDER, THEN THE SERVICE PROVIDER’S LIABILITY SHALL BE LIMITED, AT ITS DISCRETION, TO REPLACING THE DAMAGED OR LOST CO-LOCATION SERVERS WITH SIMILAR SERVERS SATISFACTORY TO CTG, AT ITS SOLE COST AND EXPENSE, OR MAKING PROMPT PAYMENT OF THE FAIR MARKET VALUE (AT THE TIME OF THE LOSS) OF SUCH CO-LOCATION SERVERS, IN BOTH CASES UP TO $3,000,000. SERVICE PROVIDER IS NOT REQUIRED TO MAKE ANY PAYMENTS UNDER THIS INDEMNITY UNTIL CTG HAS FIRST EXHAUSTED ANY INSURANCE CLAIMS IT HAS FOR THE DAMAGED OR LOST CO-LOCATION SERVERS. (c) IF THE LIABILITY RELATES TO DAMAGE OR LOSS TO ANY PART OF THE DATA CENTER FACILITY, OR SERVICE PROVIDER EQUIPMENT THAT WAS PRIMARILY CAUSED BY CTG, THEN CTG’S LIABILITY SHALL BE LIMITED TO $3,000,000. CTG IS NOT REQUIRED TO MAKE ANY PAYMENTS UNDER THIS INDEMNITY UNTIL SERVICE PROVIDER HAS FIRST EXHAUSTED ANY INSURANCE CLAIMS IT HAS FOR THE DAMAGED OR LOST ITEMS. THE PARTIES HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THEM OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL ITS ESSENTIAL PURPOSE.

Indemnification and Limitation of Liability. a. Each 5.1 The Parties shall indemnify, defend and hold each other and their respective Affiliates, officers, employees and agents harmless from and against any and all losses, costs, damages, fees or expenses, including but not limited to claims on patent infringement and / or infringement of any third party intellectual property rights, as well as product liability claims, complaints or procedures, relating to the Product or otherwise caused by the Services or the Additional Services. (“Losses”) incurred in connection with or arising out of any: (i) Third Party claims, demands, suits, proceedings or causes of actions (“Claims”) to the extent arising out of the breach of any Party to provisions of this Agreement; (ii) Third Party Claims to the extent arising out of any neglicence or willful misconduct of the Parties in the performance of any obligations under this Agreement. 5.2 All indemnification claims in respect of any person seeking indemnification (collectively the “Indemnitees” and each an “Indemnitee”) under section 5.1) shall be made by the corresponding Party (the “Indemnified Party”). The Indemnified Party shall give to the other Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party prompt written notice (the “Indemnified PartyIndemnification Claim Notice”) from of any Losses or the discovery of any fact upon which such Indemnified Party intends to base an indemnification request pursuant to clause 5.1. Each Indemnification Claim Notice must contain a description of the Claim and the nature and the amount of such Loss (to the extent that the nature and the amount are known at such time). Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party COMMERCIAL SUPPLY AND SERVICES AGREEMENT - DRUG PRODUCT copies of all losses, liabilities, damages, claims, costs or expenses the notices and documents (including reasonable attorney fees court papers) received by any Indemnitee in connection with the Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party to the extent any admission or court costs) resulting solely statement made by the Indemnified Party materially prejudices the defence of such Third Party Claim. Where required the Indemnifying Party shall promptly send a copy of the Indemnification Claim Notice to its relevant insurers and directly from shall permit them to exercise rights of subrogation. 5.3 At its option the Indemnifying Party may assume control of the defence of any Third Party Claim by giving written notice to the Indemnified Party within [***] Business Days after the Indemnifying Party’s material receipt of an Indemnification Claim Notice. 5.4 If the Indemnifying Party chooses not to take control of the defence or prosecute any Third Party Claim, the Indemnified Party shall retain control of the defence thereof, but no Indemnified Party or Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 5.5 Xxxxxxxxxx excludes any liability for punitive or exemplary damages, recall costs or loss of profit or indirect or consequential damages or damages on Customer Material provided that they do not depend on any wilful misconduct, gross negligence or breach of any provision in of this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of5.6 The Parties overall liability, or related toincluding the obligation to indemnify, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related in connection with this Agreement, whether in contract or tort, statutory or otherwise is limited to the amount of [***] of the [***]. This limitation does not apply in case of liability arising out of willful misconduct or gross negligence of any of the party including death or personal injury resulting from its negligence, or any liability for fraud, fraudulent misrepresentation or any other liability that cannot be restricted by law. 5.7 If Xxxxxxxxxx’x cooperation is required in administrative procedures, especially in procedures of admission, customs or of importation, Customer indemnifies Xxxxxxxxxx from any liability which may arise out of this Agreement cooperation. That applies, in particular, in cases, where Xxxxxxxxxx, on Customer’s request, makes statements or the Servicesapplications at or towards governmental authorities or where Xxxxxxxxxx participates in making those statements or applications.

Indemnification and Limitation of Liability. a. A. Each party (the “Indemnifying Party”) hereto agrees to indemnify, defend indemnify and hold harmless the other party (the “Indemnified Party”) harmless from any and all losses, liabilities, damages, claimspenalties, costs or expenses (fines, liabilities and expenses, including reasonable attorney attorneys' fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach expenses, arising out of any provision in this Agreementacts of fraud or criminal action on the part of any employee or agent of the indemnifying party. B. Each party shall indemnify and defend the other against any claims that any software, willful misconduct, gross negligencematerials, or infringement data (“materials”) supplied by the indemnifying party or used by the indemnifying party in the course of delivering the Services infringes any patent, United States or Canadian patent or copyright, trade secret, or other proprietary right related to any material provided that the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third indemnifying party pollsters. The Indemnified Party agrees to give the Indemnifying Party is given prompt written notice of any such claim or other matter as to which it believes this indemnification provision appliesand is given information, reasonable assistance, and sole authority to codefend or settle the claim. In the defense or settlement of the claim, the indemnifying party shall, in its reasonable judgment and at its option and expense: (i) obtain for the other party the right to continue using the materials; or (ii) replace or modify the materials so that they become non-operate infringing while giving equivalent performance. There shall be no liability to indemnify or defend the other party to the extent the alleged infringement is based on: (i) a modification of the materials by anyone other than indemnifying party; (ii) use of the materials other than in accordance with the Indemnifying Party Documentation; or (iii) use of the materials other than in conjunction with the defense of any such claim or other matterService. b. TBWBH/P&M’s sole and maximum liability arising out ofC. Notwithstanding the indemnity contained in subpart A above, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In in no event shall TBWBH/P&M either party hereto be liable for indirectany incidental or consequential damages of any kind, incidentalwhether arising from negligence, specialbreach of any warranty or other term or condition of this Agreement, consequentialon the basis of strict liability, punitiveor otherwise. Except for violations of intellectual property rights, exemplary or any other type of damages arising out of or related to in no event shall SSG’s total liability, if any, under this Agreement for damages of any kind exceed the actual amounts paid or payable to SSG by Customer under this Agreement during the Servicestwelve month period immediately preceding the action from which the claim arises or, in the case of the first year of this Agreement, during the first twelve months of this Agreement.

Indemnification and Limitation of Liability. a. Each party 9.1. To the fullest extent allowed by Law, a Party (the “Indemnifying PartyIndemnitor”) agrees to shall defend the other Parties, and their respective parent companies, subsidiaries and Affiliates, and its and their respective officers, stockholders, directors, agents and employees (collectively, the “Indemnified Parties”) against any and all third party claims, demands, suits, or actions, actual or threatened (“Claims”), and shall release, indemnify, defend and hold harmless the other party (the “Indemnified Party”) Parties for and from any and all liabilities, obligations, losses, liabilities, damages, claimsdeficiencies, penalties, levies, fines, judgments, settlements, costs and expenses, including interest, litigation costs, and reasonable attorney’s fees (“Losses”), to the extent such Claims or expenses Losses arise out of or result from: (i) the [***] of this Agreement by Indemnitor (or anyone employed by Indemnitor or anyone for whose acts Indemnitor may be liable) in the performance or nonperformance of the Indemnitor’s obligations under this Agreement; (ii) any allegation by a third party that the Indemnified Party’s use of the Indemnitor’s Intellectual Property in accordance with this Agreement infringes, misappropriates or otherwise violates the Intellectual Property of such third party; or (iii) any allegation by a third party of the Indemnitor’s unauthorized disclosure, processing, capture, transmission or use of PII, or of any other circumstances that if true as alleged would constitute a breach of the Indemnitor’s obligations under this Agreement with respect to PII. Losses may include, but are not limited to, injury to or death of any person (including reasonable attorney fees employees), or court costs) resulting solely and directly from the Indemnifying Party’s material breach damage to or destruction of any provision property, real or personal (including property owned, leased or under the control of Indemnitor). This Section shall apply regardless of whether the Claim or Loss was caused in this Agreementpart by, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the an Indemnified Party pursuant to this AgreementParty; provided, however, that nothing contained in this Section does shall require Indemnitor to defend, release, indemnify, or hold harmless any Indemnified Parties from or against any Claim or Loss to the extent arising from the [***], an Indemnified Party. This Section shall not cover be construed to negate, abridge or otherwise reduce any acts other right to indemnity which would otherwise exist in favor of any Indemnified Party, or omissions any other obligation of Indemnitor, its officers, directors, employees, agents or contractors to indemnify an Indemnified Party. Indemnitor's obligations under this Section shall not be limited in any way by any third party pollsters[***], or by [***]. 9.2. The Indemnified Party agrees to shall promptly give the Indemnifying Party prompt written Indemnitor notice of any claim Claim or other matter as Loss asserted by a third party for which the Indemnified Party seeks indemnity under this Agreement (each a “Third-Party Claim”). The Indemnitor may assume control of the defense of any Third-Party Claim within [***] ([***]) days after delivery of notice by giving written notice to which the Indemnified Party of its intention to assume such defense, but if and only if the Indemnitor further retains counsel for the defense of such Third-Party Claim reasonably satisfactory to the Indemnified Party. If the Indemnitor assumes control of the defense, it believes this indemnification provision appliesshall have sole control over the defense and settlement of Third-Party Claims; provided, and however, that: (i) the Indemnified Party will be entitled to co-operate with the Indemnifying Party participate in the defense of such Third-Party Claim and to employ legal advisers at its own expense to assist in the handling of the Third-Party Claim; (ii) if the Indemnified Party reasonably concludes that the Indemnitor and the Indemnified Party have conflicting interests or different defenses available with respect to such Third-Party Claim, then the Indemnified Party will be able to participate in the defense of such Third-Party Claim and the reasonable fees and expenses of one counsel to the Indemnified Party will be considered and included as “Losses” for purposes of this Agreement; and (iii) without the Indemnified Party’s prior written consent: (1) no compromise or settlement may contain any such finding or admission of any violation of law or any violation of the rights of any Person by or on behalf of any Indemnified Party; (2) no compromise or settlement may give rise to any other claim that may be made against any Indemnified Party; (3) the sole relief provided in any compromise or other matter. b. TBWBH/P&Msettlement shall be monetary damages that are paid in full by the Indemnitor; and (4) the compromise or settlement shall include, as an unconditional term, in form and substance reasonably satisfactory to the Indemnified Party, the claimant’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed plaintiff’s release of the fees paid by Client Indemnified Party from all liability in respect of the Third-Party Claim. The Indemnified Party will provide reasonable assistance to TBWBH/P&M pursuant to Sections 3.a and 3.b the Indemnitor (excluding any fees paid for public opinion surveys or polls conducted by third partiesat the Indemnitor’s expense), including reasonable assistance from the Indemnified Party’s employees, agents, independent contractors and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirectAffiliates, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Servicesas applicable.

Indemnification and Limitation of Liability. a. 11.1 Each party Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless hereby indemnifies the other party (the “Indemnified Innocent Party”) against all liability, damages or loss, including any civil or criminal fines imposed by any relevant government or regulatory authority, arising directly from all losses(and any reasonable cost, liabilitiescharge or expense incurred in connection with) any action, claim, suit or demand by any person against the Innocent Party pursuant to – 11.1.1 any unlawful act or omission of the Indemnifying Party or its employees, sub-contractors, directors or agents in connection with this Agreement; or 11.1.2 a breach by the Indemnifying Party of any of the terms of this Agreement. 11.2 If any action, claim, suit or demand (“Claim”) is made by any person against the Innocent Party which, if satisfied or paid by the Innocent Party, would result in any liability of the Indemnifying Party pursuant to the provisions of clause 11.1, the Innocent Party shall give written notice of the Claim to the Indemnifying Party as soon as practical of becoming aware thereof. 11.3 Neither Party shall be obliged to indemnify the other Party according to the provisions of this clause 11 to the extent that the loss, liability, cost, charge or expense suffered or sustained by such other Party is the direct result of any breach, act or omission by such other Party of any of its obligations in terms of this Agreement. 11.4 Notwithstanding the provisions of this clause 11, the Indemnifying Party shall not, under any circumstances, be liable for any indirect, special and/or consequential damages, claimsincluding, costs but not limited to, loss of profits, suffered by the Innocent Party. 11.5 Provided that there was no unlawful, negligent and/or wilful acts or expenses omissions on the part of DFA, its agents, sub-contractors and/or employees: 11.5.1 the Customer shall not have any claim of any nature whatsoever against DFA for any loss, damage (including reasonable attorney fees whether general, special or court costs) resulting solely and consequential), expense or injury which may be suffered by the Customer, directly or indirectly; 11.5.2 DFA shall have no liability to the Customer in respect of any loss, damage, expense or injury which may be suffered by the Customer by reason of any latent defects in the ducts constructed by it which may affect the cable strands or cables leased by the Customer, or any theft of any part of such ducts, or arising out of vis majeure or casus fortuitous. 11.6 The provisions of the aforegoing sub-clauses shall not avail DFA, where DFA has received notice from the Indemnifying Party’s Customer to remedy a material breach of this Agreement and DFA has failed to respond thereto or to remedy or rectify such breach within a period of 7 (seven) Business Days from date of receipt of such written notice from the Customer, and the Customer shall, in such circumstances, not be restricted from enforcing any provision rights or remedies which are available to it. 11.7 Any liability for damages (excluding rental payable) by either Party in terms of this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished clause 11 shall be limited to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give value of the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterrelevant COF. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party 33.1 ISA (the “"Indemnifying Party”") agrees undertakes to indemnify, defend and hold harmless the other party SHA (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (Collectively “Loss”) on account of bodily injury, death or damage to tangible personal property arising in favour of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or willful default in performance or non-performance under this Agreement. 33.2 If the Indemnified Party promptly notifies Indemnifying Party in writing of a third party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against Indemnified Party. 33.3 The liability of either Party (whether in contract, costs tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Agreement, including the work, deliverables or Services covered by this Agreement, shall be the payment of direct. 33.4 damagesonly which shall in no event exceed one time the totalcontract value payable under this Agreement. The liability cap given under this Clause shall not be applicable to the indemnification obligations set out in Clause 33 and breach of Clause 31. 33.5 In no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterlost savings). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party The Consultant agrees to indemnify and hold harmless the Company and its respective directors, officers, employees and agents from and against any and all claims, losses, damages, liabilities, costs and expenses including reasonable attorneys’ fees (the “Indemnifying PartyLosses”) agrees to arising directly or indirectly from or in connection with this Agreement, except for Losses arising from the Company’s own bad faith, gross negligence or willful misconduct. Company shall indemnify, defend and hold harmless the other party (the “Indemnified Party”) Consultant and its respective officers, directors, employees and agents from and against all lossesLosses, liabilitiesarising from, damages, claims, costs or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligencefrom, or infringement of relating to claims that any property provided by Company and used in the Services infringes or violates any patent, copyright, trademark or trade secretsecret right of any third party. Company’s indemnification obligation set forth in the immediate above sentence shall not apply to the extent that a claim of infringement is the direct result of the inclusion of any Pre-Existing Materials or other Consultant Work Product or other materials developed, created, conceived, or other proprietary right related reduced to any material practice by Consultant for Company in the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollstersServices. The Indemnified Party indemnified party agrees to give the Indemnifying Party indemnifying party prompt written notice of any Losses for which such party will seek indemnification hereunder. The indemnifying party is not bound by the settlement of any claim or other matter as to which it believes such Indemnifying party has not consented to in writing, which consent may not be unreasonably withheld, conditioned or delayed. Except for the indemnification obligations arising under this indemnification provision appliesthis Section, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services neither party shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable to the other party for any indirect, special, incidental, specialor consequential damages of any kind regardless of the form or action, consequentialincluding but not limited to lost sales or profits, punitive, exemplary or any other type even if the party has been advised of damages arising out the possibility of or related to this Agreement or the Servicessuch damages.

Indemnification and Limitation of Liability. a. Each party (the “Indemnifying Party”a) The Company agrees to indemnify, defend indemnify and hold harmless the other party Consultant and Hxxxx individually (each, an “Indemnified Party” and collectively, the “Indemnified PartyParties”) from against any and all losses, liabilitiesclaims, damages, claimsliabilities, penalties, obligations and expenses, including the reasonable costs for counsel or expenses others in investigating, preparing or defending any action or claim, whether or not in connection with litigation in which any Indemnified Party is a party, as and when incurred, caused by, relating to, based upon or arising out of (including reasonable attorney fees directly or court costsindirectly) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Parties’ acceptance of or the performance or nonperformance of their obligations under the Agreement; provided, however, this Section does such indemnity shall not cover apply to any acts such loss, claim, damage, liability or omissions by any third party pollstersexpense to the extent: (i) resulting primarily and directly from such Indemnified Party's gross negligence or willful misconduct, or (ii) arising from a dispute between the Company or its affiliate, on the one hand, and Consultant or Hxxxx, on the other hand. The Company also agrees that (1) no Indemnified Party agrees shall have any liability (whether direct or indirect, in contract or tort or otherwise) to give the Indemnifying Party prompt written notice Company for or in connection with the engagement of Consultant except to the extent that any claim such liability for losses, claims, damages, liabilities or other matter as to which it believes expenses result primarily and directly from such Indemnified Party's gross negligence or willful misconduct or breach of this indemnification provision appliesAgreement, and to co-operate with the Indemnifying Party (2) in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable will any Indemnified Party have any liability to the Company for indirect, incidental, special, consequential, punitiveincidental or exemplary damages or loss (nor any lost profits, exemplary savings or business opportunity). The Company further agrees that it will not, without the prior consent of an Indemnified Party, settle or compromise or consent to the entry of any other type judgment in any pending or threatened claim, action, suit or proceeding in respect of damages which such Indemnified Party seeks indemnification hereunder (whether or not such Indemnified Party is an actual party to such claim, action, suit or proceedings) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liabilities arising out of such claim, action, suit or related proceeding. (b) If any action, proceeding or investigation is commenced to this Agreement which any Indemnified Party proposes to demand indemnification hereunder, such Indemnified Party will notify the Company with reasonable promptness; provided, however, that any failure by such Indemnified Party to notify the Company will not relieve the Company from its obligations hereunder, except to the extent that such failure shall have actually prejudiced the defense of such action. The Company shall promptly pay expenses reasonably incurred by any Indemnified Party in defending, participating in, or settling any action, proceeding or investigation in which such Indemnified Party is a party or is threatened to be made a party or otherwise is participating in by reason of the Servicesengagement under the Agreement, upon submission of invoices therefor, whether in advance of the final disposition of such action, proceeding, or investigation or otherwise. Each Indemnified Party hereby undertakes, and the Company hereby accepts its undertaking, to repay any and all such amounts so advanced if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified therefor. If any such action, proceeding or investigation in which an Indemnified Party is a party is also against the Company, the Company may, in lieu of advancing the expenses of separate counsel for such Indemnified Party, provide such Indemnified Party with legal representation by the same counsel who represents the Company, provided such counsel is reasonably satisfactory to such Indemnified Party, at no cost to such Indemnified Party; provided, however, that if such counsel or counsel to the Indemnified Party shall determine that due to the existence of actual or potential conflicts of interest between such Indemnified Party and the Company such counsel is unable to represent both the Indemnified Party and the Company, then the Indemnified Party shall be entitled to use separate counsel of its own choice, and the Company shall promptly advance its reasonable expenses of such separate counsel upon submission of invoices therefor. Nothing herein shall prevent an Indemnified Party from using separate counsel of its own choice at its own expense. The Company will be liable for any settlement of any claim against an Indemnified Party made with the Company’s written consent, which consent shall not be unreasonably withheld. (c) In order to provide for just and equitable contribution if a claim for indemnification pursuant to these indemnification provisions is made but it is found by a court or arbitrator of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification, then the relative fault of the Company, on the one hand, and the Indemnified Parties, on the other hand, in connection with the statements, acts or omissions which resulted in the losses, claims, damages, liabilities and costs giving rise to the indemnification claim and other relevant equitable considerations shall be considered; and further provided that in no event will the Indemnified Parties’ aggregate contribution for all losses, claims, damages, liabilities and expenses with respect to which contribution is available hereunder exceed the amount of fees actually received by the Indemnified Parties pursuant to the Agreement. No person found liable for a fraudulent misrepresentation shall be entitled to contribution hereunder from any person who is not also found liable for such fraudulent misrepresentation.

Indemnification and Limitation of Liability. a. Each party 33.1 ISA (the “"Indemnifying Party”") agrees undertakes to indemnify, defend and hold harmless the other party NHA (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (Collectively “Loss”) on account of bodily injury, death or damage to tangible personal property arising in favour of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or willful default in performance or non- performance under this Agreement. 33.2 If the Indemnified Party promptly notifies Indemnifying Party in writing of a third party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against Indemnified Party. 33.3 The liability of either Party (whether in contract, costs tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Agreement, including the work, deliverables or Services covered by this Agreement, shall be the payment of direct damages only which shall in no event exceed one time the total contract value payable under this Agreement. The liability cap given under this Clause shall not be applicable to the indemnification obligations set out in Clause 33 and breach of Clause 31 33.4 In no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterlost savings). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party 34.1 Insurer (the “"Indemnifying Party”") agrees undertakes to indemnify, defend and hold harmless the other party SHA (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (Collectively “Loss”) on account of bodily injury, death or damage to tangible personal property arising due to failure to perform its obligations and responsibilities in favor of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or willful default in performance or non-performance under this Insurance Contract. 34.2 If the Indemnified Party promptly notifies Indemnifying Party in writing of a third-party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against Indemnified Party. 34.3 The liability of either Party (whether in contract, costs tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Insurance Contract, including the work, deliverables or Services covered by this Insurance Contract, shall be the payment of direct damages only which shall in no event exceed one time the total contract value payable under this Insurance Contract. The liability cap given under this Clause 34.3 shall not be applicable to the breach of Clause 34. 34.4 In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damage, loss, or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterlost savings). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. 9.1. Each party (of the “Indemnifying Party”) Parties agrees to indemnify, defend indemnify and hold harmless keep the other party Party and its directors, officers, employees, agents and its affiliates (the “Indemnified Party”including their directors, officers, employees and agents) from fully indemnified at all lossestimes against any real documented loss, liabilitiesdamage, fines, penalties, fees, damages, costs, amounts and expense (including without limitation attorneys’ fees) arising out of any obligations, claims, costs actions, suits, judgments, orders, litigations, enforcements and/or proceedings, incurred or expenses sustained by the other Party in connection with and as a consequence of the faulty Party’s: (including reasonable attorney fees or court costsi) resulting solely and directly from the Indemnifying Party’s material breach of the terms of this Agreement; (ii) breach of its covenants, representations and warranties provided in the Agreement; (iii) unauthorized use of Intellectual Property Rights of the other Party or any provision third party; (v) fraud, theft, misconduct, negligence; (vi) any misrepresentation made hereunder. In no event the Party shall be liable for any indirect, consequential, punitive damages, loss of profit, reputation or goodwill incurred by the other Party. 9.2. The indemnification rights of the Parties under this Agreement will not be the exclusive remedy with respect to the claims to which such indemnification relates. The injured Party shall also be entitled to such other remedies available under applicable law for breach of contracts where time is of essence. 9.3. Notwithstanding anything stated in this Agreement, willful misconduct, gross negligence, Section 9 neither Party has a right to exclude or limit its liability for: (i) disclosure of the Confidential Information in breach of the provisions of Section 5 herein; (ii) infringement of intellectual property rights, including to any patent, copyright, trademark, trade secret, or other proprietary right related to any material of the Indemnifying other Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollstersstated in Section 6 herein; (iii) fraud or fraudulent misrepresentation. 9.4. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services Contractor shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirectthe following events: (a) Service is not available due to reasons caused by the Customer or third parties; (b) Any direct or indirect losses and/or loss of profit caused by inter alia: (i) Service malfunctioning but the Contractor cannot fix it immediately; (ii) illegal actions of Internet users aimed at violating information security or the normal functioning of the Service; (iii) absence (impossibility to establish, incidentalterminate, specialetc.) of an Internet connection between the Customer’s server and the Contractor’s server caused by the reasons outside Contractor’s infrastructure; (iv) holding by state and municipal bodies, consequentialas well as other organizations, punitive, exemplary of events within the framework of operational search measures; (v) the establishment of state regulation (or any regulation by other type organizations) of damages arising out the economic activities of commercial organizations on the Internet and / or the establishment by these entities of one-time restrictions that impede or make impossible the execution of the Agreement; (vi) other cases related to this Agreement the actions (inaction) of Internet users and / or other entities aimed at worsening the Servicesgeneral situation with the use of the Internet and / or computer equipment that existed at the time of the conclusion of the Agreement. (c) Service availability decrease due to inter alia: (i) major and backbone communication channels unavailability or malfunctioning; (ii) data centers unavailability, malfunctioning or crash; (iii) intentional malicious acts of third parties; (d) Service response time increase due to inter alia: (i) failures caused by unintentional or intentional actions of third parties, repair or other technical work on the main communication channels; (ii) failures caused by unintentional or intentional actions of third parties, repair or other technical work in data centers; (iii) massive large-scale DDOS attacks; (iv) intentional malicious acts of third parties; (v) increase in the number of incoming requests for 1 (one) hour by 10 (ten) or more times compared to the average value of the same indicator for the last 30 (thirty) days. (e) Any direct or indirect losses and/or loss of profit caused by Customer’s obligations violation such as inter alia: (i) violation caused as a result of technical intervention of the Customer in the code or software components of the Service; (ii) violation of the deadlines for correction of errors if the Customer untimely notified the Contractor of such errors.

Indemnification and Limitation of Liability. a. Each party 22.1 Subject to sub clause 22.4, the System Integrator (the “Indemnifying Party”) agrees undertakes to indemnify, defend and hold harmless the other party ITPO (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages on account of bodily injury, death or damage to tangible personal property arising in favour of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or willful default in performance or non-performance under this Agreement. 22.2 If the Indemnified Party promptly notifies Indemnifying Party in writing of a third-party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against the Indemnified Party. 22.3 Indemnifying Party will not indemnify the Indemnified Party, however, if the claim of infringement is caused by: (i) Indemnified Party’s misuse or modification of the Service; (ii) Indemnified Party’s failure to use corrections or enhancements made available by the Indemnifying Party; (iii) Indemnified Party’s use of the Service in combination with any product or information not owned or developed by Indemnifying Party. However, if any service, information, direction, specification or materials provided by Indemnified Party or any third party contracted to it, is or likely to be held to be infringing, Indemnifying Party shall at its expense and option either: (i) procure the right for Indemnified Party to continue using it; (ii) Replace it with a non-infringing equivalent; or (iii) Modify it to make it non-infringing. 22.4 The indemnities shall be subject to the following conditions: (i) The Indemnified Party as promptly as practicable informs the Indemnifying Party in writing of the claim or proceedings and provides all relevant evidence, documentary or otherwise. (ii) the Indemnified Party shall not prejudice, pay or accept any proceedings or claim, or compromise any proceedings or claim, without the written consent of the Indemnifying Party. (iii) All settlements of claims subject to indemnification under this Clause will be entered into only with the consent of the Indemnified Party, which consent will not be unreasonably withheld and include an unconditional release to the Indemnified Party from the claimant or plaintiff for all liability in respect of such claim; and include any appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement. (iv) The Indemnified Party shall account to the Indemnifying Party for all awards, settlements, damages and costs (if any) finally awarded in favour of the Indemnified Party which are to be paid to it in connection with any such claim or proceedings. (v) The Indemnified Party shall take steps that the Indemnifying Party may reasonably require to mitigate or reduce its loss as a result of such a claim or proceedings. (vi) If a Party makes a claim under the indemnity set out under Clause 22 above in respect of any particular Loss or Losses, then that Party shall not be entitled to make any further claim in respect of that Loss or Losses (including any claim for damages). 22.5 In no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by lost savings) nor for any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or claims (other matter as to which it believes than those set-forth in this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other mattersection). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party Party (the “Indemnifying Party”) agrees to shall indemnify, defend defend, and hold harmless the other party Party and to the extent applicable, its owners, employees, affiliates, successors, assigns, agents, and representatives (the collectively, “Indemnified Party”) from and against any and all losses, liabilities, damages, third-party claims, costs or demands, disputes, causes of action, obligations, debts, liens, costs, expenses (including reasonable attorney attorneys’ fees incurred at trial, on appeal, or court costs) resulting solely and directly from otherwise), damages, liabilities, or losses for personal injury, death, or property damage caused by the Indemnifying Party’s negligence or willful misconduct, or material breach of this Agreement (collectively, “Claim”). b. If any provision in this Agreement, willful misconduct, gross negligence, or infringement Indemnified Party receives notice of any patentClaim, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to then it must promptly give the Indemnifying Party prompt written notice thereof; however, any failure to give notice does not affect any rights of any claim or other matter as to which it believes this indemnification provision appliesIndemnified Party. The Indemnifying Party may conduct the defense, at its own expense and by its own counsel, against any Claim, and to co-operate with the Indemnified Party shall cooperate reasonably in the defense, at the Indemnifying Party’s expense. If the Indemnifying Party in conducts the defense defense, then it must keep the Indemnified Party fully informed with respect to all legal proceedings. The Indemnifying Party shall not settle or compromise any Claim over any reasonable objection of any Indemnified Party. In the event a Claim results 2 | Consulting Services Agreement | Xxxx X. Xxxxxx from the joint negligence of the Parties, the Parties shall apportion all damages and defense costs between themselves according to the proportion their relative fault contributed to the damages suffered. The indemnities in this Section 6 shall not apply to the extent any such claim Claims are caused by an Indemnified Party’s own negligence or other matterthe negligence of any third party. b. TBWBH/P&M’s sole and maximum liability arising out ofc. In no event shall either Party be liable for special, indirect, punitive, or related toconsequential damages, this Agreement including but not limited to lost profits, data or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties)goodwill, and any attorneys’ fees and costs owed under Section 12regardless of whether such damages are foreseeable. In no event shall TBWBH/P&M be liable a Party’s liability for indirect, incidental, special, consequential, punitive, exemplary or any other type of direct damages arising out of from or related relating to any Claim under this Agreement exceed Four Hundred Fifty Thousand Dollars ($450,000); provided however, that this limitation shall not apply to Claims relating to a Party’s gross negligence, willful misconduct, or the Servicescriminal and/or fraudulent activity.

Indemnification and Limitation of Liability. a. 9.1. Each party Party (the “Indemnifying PartyIndemnifier”) shall indemnify, defend and hold each other Party (the “Indemnitee”) along with the Indemnitee’s Affiliates, officers, directors, agents, and employees, from and against any third-party action, claim, suit, proceeding, demand, investigation, or charge alleging any costs, losses, liabilities, damages, fines, judgments, fees, or expenses (including reasonable attorneys’ fees and court costs) to the extent directly caused by: (i.) any failure by Indemnifier to comply with Applicable Law in connection with this Agreement; (ii.) any liability or damage incurred by reason of any negligent act or omission of such Party or its officers, directors, agents, and employees. Neither Party may settle any action, claim, suit, proceeding, demand, investigation, or charge under this Article 9.1 without the other Party’s prior written consent. Each Party shall be entitled to participate in any defense using its own counsel at its own cost. 9.2. Subject to other provisions of this Article 9, each Indemnifier hereby agrees to indemnify, defend and hold harmless the other party (the “Indemnified Party”) Indemnitee and its respective Affiliates, officers, directors, agents and employees from and against any and all losses, liabilities, damages, liens, claims, obligations, judgments, penalties, deficiencies, costs or and expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12court costs) (“Loss”) to the extent resulting from or arising out of any negligence or breach or om1ss1on of performance by such Party of any of the representations, covenants or other agreements in this Agreement. 9.3. In no event Any Party claiming to be an Indemnitee shall TBWBH/P&M promptly notify the Indemnifier in writing of the potential Loss, and the breach, act or omission which lead to the Loss, and shall use reasonable efforts, including cooperating with the Indemnifier, to mitigate the Loss. The Indemnifier shall not be liable for indirectLosses to the extent they can be attributed to the acts or omissions of the Party claiming to be the Indemnitee. In addition, incidentaland subject to other provisions of this Article 9, specialif any Co-location Server is damaged or lost due to reasons attributable to Service Provider, consequentialService Provider hereby agrees to indemnify, punitivedefend and hold harmless CTG and its respective Affiliates, exemplary or officers, directors, agents and employees from and against any other type and all Losses arising therefrom, based on the fair market value of damages arising out of or related to this Agreement or the Servicessuch Co-location Server. 9.4. OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ANY AND ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT IN TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 9.5. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, WHETHER BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER WILL NOT BE LIABLE TO CTG FOR ANY LOSSES INCURRED BY CTG TO THE EXTENT CAUSED BY THE USE OF CTG’S PREFERRED MONITORING SOFTWARE. 9.6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY’S LIABILITY (WHETHER BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE) TO THE OTHER PARTY, OTHER THAN THE LIABILITY FOR THE PAYMENT OF DELAYED COMPENSATION OR FEES, EXCEED: (a) THE FEES PAID TO SERVICE PROVIDER DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT THAT RESULTED IN THE LIABILITY (NOT INCLUDING ANY REIMBURSEMENTS FOR POWER); OR (b) IF THE LIABILITY RELATES TO DAMAGE OR LOSS TO ANY CO-LOCATION SERVERS THAT CANNOT BE REPAIRED AND WHICH IN EACH CASE WAS PRIMARILY CAUSED BY SERVICE PROVIDER, THEN THE SERVICE PROVIDER’S LIABILITY SHALL BE LIMITED, AT ITS DISCRETION, TO REPLACING THE DAMAGED OR LOST CO-LOCATION SERVERS WITH SIMILAR SERVERS SATISFACTORY TO CTG, AT ITS SOLE COST AND EXPENSE, OR MAKING PROMPT PAYMENT OF THE FAIR MARKET VALUE (AT THE TIME OF THE LOSS) OF SUCH CO-LOCATION SERVERS, IN BOTH CASES UP TO $[***]. SERVICE PROVIDER IS NOT REQUIRED TO MAKE ANY PAYMENTS UNDER THIS INDEMNITY UNTIL CTG HAS FIRST EXHAUSTED ANY INSURANCE CLAIMS IT HAS FOR THE DAMAGED OR LOST CO-LOCATION SERVERS. (c) IF THE LIABILITY RELATES TO DAMAGE OR LOSS TO ANY PART OF THE DATA CENTER FACILITY, OR SERVICE PROVIDER EQUIPMENT THAT WAS PRIMARILY CAUSED BY CTG, THEN CTG’S LIABILITY SHALL BE LIMITED TO $[***]. CTG IS NOT REQUIRED TO MAKE ANY PAYMENTS UNDER THIS INDEMNITY UNTIL SERVICE PROVIDER HAS FIRST EXHAUSTED ANY INSURANCE CLAIMS IT HAS FOR THE DAMAGED OR LOST ITEMS. THE PARTIES HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THEM OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL ITS ESSENTIAL PURPOSE.

Indemnification and Limitation of Liability. a. Each party 32.1 Insurer (the “"Indemnifying Party”") agrees undertakes to indemnify, defend and hold harmless the other party SHA (the “"Indemnified Party”") from and against all lossesclaims, liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (Collectively “Loss”) on account of bodily injury, death or damage to tangible personal property arising due to failure to perform its obligations and responsibilities in favor of any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's negligence or willful default in performance or non-performance under this Agreement. 32.2 If the Indemnified Party promptly notifies Indemnifying Party in writing of a third party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages, claimsthat may be finally awarded against Indemnified Party. 32.3 The liability of either Party (whether in contract, costs tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Agreement, including the work, deliverables or Services covered by this Agreement, shall be the payment of direct damages only which shall in no event exceed one time the total contract value payable under this Agreement. The liability cap given under this Clause shall not be applicable to the indemnification obligations set out in Clause 33 and breach of Clause 31 32.4 In no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreementbut not limited to business interruption, willful misconductlost business, gross negligencelost profits, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matterlost savings). b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed under Section 12. In no event shall TBWBH/P&M be liable for indirect, incidental, special, consequential, punitive, exemplary or any other type of damages arising out of or related to this Agreement or the Services.

Indemnification and Limitation of Liability. a. Each party (the “Indemnifying Party”) 8.1 The Merchant agrees to indemnify, defend indemnify and hold harmless the other party (the “Indemnified Party”) Cellulant of and from any and all claims, demands, losses, liabilitiescauses of action, damagesdamage, claimslegal actions, costs or expenses (judgments, including reasonable attorney fees or court costs) resulting solely and directly from the Indemnifying Party’s material breach of any provision in this Agreement, willful misconduct, gross negligence, or infringement of any patent, copyright, trade secret, or other proprietary right related to any material the Indemnifying Party furnished to the Indemnified Party pursuant to this Agreement; provided, however, this Section does not cover any acts or omissions by any third party pollsters. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any claim or other matter as to which it believes this indemnification provision applies, and to co-operate with the Indemnifying Party in the defense of any such claim or other matter. b. TBWBH/P&M’s sole and maximum liability arising out of, or related to, this Agreement or the Services shall not exceed the fees paid by Client to TBWBH/P&M pursuant to Sections 3.a and 3.b (excluding any fees paid for public opinion surveys or polls conducted by third parties), and any attorneys’ fees and costs owed arising out of and relating to its undertakings 8.2 Cellulant’s maximum cumulative liability under Section 12this Agreement shall not exceed the commission collected by Cellulant under this Agreement in the month immediately preceding the occurrence of the claim from which the costs or expense arise and shall be subject to the following conditions having been met: i) The Merchant must have expended best efforts towards recovery of any amounts lost including (but without limitation to) recovery from Customers; ii) Cellulant shall not indemnify the Merchant against any losses arising fully or in part from actions, inactions, faults or negligence of the Merchant or any third parties; iii) Without prejudice to the limitation of liability set out in this clause 8.2, the Merchant must have notified Cellulant of any direct loss in respect of which a claim of indemnity arises within thirty days of the loss occurring. In no event Cellulant shall TBWBH/P&M not be under obligation to indemnify the Merchant against any direct loss in respect of which notice has not been issued in accordance with the provisions of this clause. 8.3 Notwithstanding anything to the contrary contained in this Agreement a Party, its officers, employees, sub-contractors, agents and partners shall not be liable to the other Party for any indirect, incidental, special, consequential, punitiveincidental or special loss including (but not limited to) loss of profit, exemplary anticipated savings, loss of goodwill, corruption or any other type loss of damages arising out of or related to this Agreement or the Servicesdata howsoever arising.