Common use of Indemnification Limitations of Liability Clause in Contracts

Indemnification Limitations of Liability. i) Cognigen shall indemnify, defend and hold CST harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of Cognigen, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by Cognigen hereunder or otherwise arising out of or related to the transactions contemplated hereby. ii) CST will not be liable for consequential, incidental, special, punitive, exemplary or indirect loss or damages of any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if CST was advised of the possibility of such damages. CST will have no liability to Cognigen for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of CST to perform its obligations hereunder or in the event of discontinuation or modification of Services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute Services. iii) CST will have no liability for fraudulent activity or other inappropriate activities of End-Users, nor for the guaranty of any checks processed by CST. iv) Cognigen agrees not to violate any FCC or other federal or state rules regarding Cognigen slamming or cramming. Cognigen agrees to fully and immediately reimburse, CST and the employees, officers, directors, partners, shareholders, successors, assigns and independent contractors of CST, for all claims, damages, liabilities or expense of any description (including but not limited to reasonable attorneys fees and costs) arising out of the violation by Cognigen or any of Cognigen's employees, agents or representatives of any applicable FCC and/or state rules regarding Cognigen slamming or cramming. Cognigen further agrees that Cognigen will not settle any such dispute or claim without consulting with CST and obtaining CST's prior written consent. Cognigen must also allow CST to participate in its own defense at Cognigen's expense. v) Cognigen shall be solely and singularly responsible for payment of any commissions or other compensation owed to Cognigen's employees, agents or representatives. Nothing contained herein shall be construed to create any obligation by CST whatsoever to pay commissions or other compensation to any of Cognigen's employees, agents or representatives. Cognigen shall indemnify and hold harmless CST from and against any and all claims by any of Cognigen's employees, agents or representatives for payment of commissions or other compensation. vi) CST shall indemnify, defend and hold Cognigen harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of CST, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by CST hereunder or otherwise arising out of or related to the transactions completed hereby. vii) Cognigen will not be liable for consequential, incidental, special, punitive, exemplary or indirect loss or damages or any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if Cognigen was advised of the possibility of such damages. Cognigen will have no liability to CST for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of Cognigen to perform its obligations hereunder or in the event of discontinuation or modification of services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute services.

Indemnification Limitations of Liability. i) Cognigen Supplier shall indemnifydefend, defend indemnify and hold CST harmless from Insulet and against any and all claimsits subsidiaries, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of Cognigen, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by Cognigen hereunder or otherwise arising out of or related to the transactions contemplated hereby. ii) CST will not be liable for consequential, incidental, special, punitive, exemplary or indirect loss or damages of any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if CST was advised of the possibility of such damages. CST will have no liability to Cognigen for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of CST to perform its obligations hereunder or in the event of discontinuation or modification of Services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute Services. iii) CST will have no liability for fraudulent activity or other inappropriate activities of End-Users, nor for the guaranty of any checks processed by CST. iv) Cognigen agrees not to violate any FCC or other federal or state rules regarding Cognigen slamming or cramming. Cognigen agrees to fully and immediately reimburse, CST and the employeesaffiliates, officers, directors, partners, shareholders, successors, assigns and independent contractors of CST, for all employees or agents harmless against claims, damagesliabilities, liabilities or expense of any description losses, costs and expenses (including but not limited reasonable attorneys' fees) with respect to reasonable attorneys fees and costs) a claim by a third party arising out from death or bodily injury caused by the Non-conforming Product or negligent or intentional acts or omissions of the violation by Cognigen Supplier or any of Cognigen's its officers, employees, agents subcontractors or representatives of any applicable FCC and/or state rules regarding Cognigen slamming or cramming. Cognigen further agrees agents, subject to the limitations set forth in Section 21(e); provided however, that Cognigen will not settle any such dispute or Supplier shall have no obligation to indemnify Insulet to the extent the claim without consulting with CST and obtaining CST's prior written consent. Cognigen against Insulet is a claim for which Insulet must also allow CST to participate in its own defense at Cognigen's expenseindemnify Supplier under Section 19(c) below. v) Cognigen a. Insulet shall be solely and singularly responsible for payment of any commissions or other compensation owed to Cognigen's employeesdefend, agents or representatives. Nothing contained herein shall be construed to create any obligation by CST whatsoever to pay commissions or other compensation to any of Cognigen's employees, agents or representatives. Cognigen shall indemnify and hold Supplier and its subsidiaries, affiliates, officers, directors, employees or agents harmless CST against claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) with respect to a claim by a third party arising from and against any and all claims death or bodily injury caused by any a Product or the negligent or intentional acts or omissions, of Cognigen's Insulet or its officers, employees, agents or representatives subcontractors, subject to the limitations set forth in Section 21(e); provided however, that Insulet shall have no obligation to indemnify Supplier to the extent the claim against Supplier is a claim for payment which Supplier must indemnify Insulet under Section 19(b) above. Insulet Materials Supplier Agreement 17 * Confidential treatment has been requested for portions of commissions or other compensationthis exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. vi) CST b. In no event shall indemnify, defend and hold Cognigen harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of CST, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by CST hereunder or otherwise arising out of or related to the transactions completed hereby. vii) Cognigen will not Supplier be liable for consequential(i) Product design deficiencies (ii) malfunctions, incidentaldefects, specialor failures resulting from misuse; abuse; accident; neglect; improper installation, punitiveoperation or maintenance; theft; vandalism; acts of God; power failures or surges; casualty; or alteration, exemplary modification, or indirect loss repairs by any party other than Supplier, (iii) defects in third party materials or damages components incorporated into the Products or any kind arising out of this Agreement or relating to services performed by third parties specified by Insulet, unless the transactions contemplated hereby or any failure to perform its obligations hereunder even if Cognigen was advised presence of the possibility of such damages. Cognigen will have no liability defective component or material in the Product, or defect in services performed by third parties specified by Insulet, delivered to CST for loss or damage Insulet is due to goodwill or for revenues or profits Supplier’s failure perform tests required by the Specifications; and (iv) a defect that might would have been generated or earned under this Agreement discovered by Supplier prior to shipment of the Product to Insulet but for the inability or failure of Cognigen fact that Insulet directed Supplier to perform its obligations hereunder or in ship the event of discontinuation or modification of services or Product without performing the test (which Supplier was otherwise in connection with required to perform) that would have led Supplier to discover the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute servicesdefect.

Indemnification Limitations of Liability. i) Cognigen 21.1. Multex shall indemnifydefend, defend and indemnify ML and its officers, directors, employees and other agents against, and hold CST harmless ML, and its officers, directors, employees and other agents from and against any and all claimsliability, demandsdamages, suits, judgments, losses or expenses, costs and expenses (including without limitation reasonable attorney's fees and costs) resulting from and to the extent of any act and/or omission claim or action in law or equity resulting from, Confidential treatment has been requested for portions of Cognigenthis document, its agentswhich have been redacted, servants or representatives while engaged in, or in connection with, the discharge or performance pursuant to Rule 24b-2 of the obligations to be done Securities Exchange Act of 1934, as amended. EXECUTION COPY based on or performed by Cognigen hereunder or otherwise arising out of any cause of action or related any other claim of any nature (a "Claim") that any of the Licensed Software or other software (including, ----- without limitation, software developed pursuant to a Software Project and programming code or features of any Interactive Service), deliverables under any Plan Project, products, Services and other material, in each case provided to ML by Multex pursuant to the transactions contemplated hereby. ii1999 Master Agreement (the "Covered Material") CST will not be liable for consequential, incidental, special, punitive, exemplary ---------------- infringes or indirect loss or damages otherwise violates any of the Intellectual Property Rights other proprietary right of any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if CST was advised Third Party provided that ML provides Multex with prompt notice of the possibility of such damages. CST will have no liability Claim and cooperate at Multex's expense in any litigation resulting therefrom; that ML has the right to Cognigen for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of CST to perform its obligations hereunder or in the event of discontinuation or modification of Services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute Services. iii) CST will have no liability for fraudulent activity or other inappropriate activities of End-Users, nor for the guaranty of approve any checks processed by CST. iv) Cognigen agrees not to violate any FCC or other federal or state rules regarding Cognigen slamming or cramming. Cognigen agrees to fully and immediately reimburse, CST and the employees, officers, directors, partners, shareholders, successors, assigns and independent contractors of CST, for all claims, damages, liabilities or expense of any description (including but not limited to reasonable attorneys fees and costs) arising out proposed settlement of the violation Claim, and that Multex shall have the right to control the defense of the Claim. Notwithstanding anything contained herein, in no event shall Multex's indemnity obligation covered by Cognigen or any of Cognigen's employeesthis Section 21.1 include, agents or representatives of any applicable FCC and/or state rules regarding Cognigen slamming or cramming. Cognigen further agrees that Cognigen will not settle any such dispute or claim without consulting with CST and obtaining CST's prior written consent. Cognigen must also allow CST to participate in its own defense at Cognigen's expense. v) Cognigen shall be solely and singularly responsible for payment of any commissions or other compensation owed to Cognigen's employees------------ specifically exclude, agents or representatives. Nothing contained herein shall be construed to create any obligation by CST whatsoever to pay commissions or other compensation to any of Cognigen's employees, agents or representatives. Cognigen shall indemnify and hold harmless CST from and against any and all claims liability arising from the willful misconduct or gross negligence of ML or its affiliates or their agent, or from any infringement or other claim to the extent that it relates to ML's Intellectual Property Rights or the Research or Content. 21.2. In the event that ML's Use of any Covered Materials be or reasonably appear likely to be restricted, encumbered or enjoined by reason of any actual or alleged infringement or otherwise violation of any of Cognigen's employees, agents or representatives for payment of commissions the Intellectual Property Rights or other compensation. viproprietary right of any Third Party: (a) CST Multex shall indemnify, defend and hold Cognigen harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of CST, its agents, servants or representatives while engaged in, or in connection with, have the discharge or performance right upon ML written notice to immediately terminate the portion of the obligations to infringing Services that are or reasonably may be done or performed by CST hereunder infringing or otherwise arising out violating the Intellectual Property Rights of any person or related entity; and (b) Multex will promptly at (i) obtain for ML the right to continue to Use the Covered Materials, (ii) modify the Covered Materials so as to remove the cause of the Claim (provided that any such modifications will not affect ML's intended use of the Covered Materials) and/or (iii) if possible, replace the Covered Materials with an equally suitable, non-infringing substitution, which will be subject to the transactions completed hereby. vii) Cognigen will not be liable for consequential, incidental, special, punitive, exemplary or indirect loss or damages or any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if Cognigen was advised provisions of the possibility 1999 Master Agreement. The remedies in this Section are in addition to and not in place of such damagesand shall not limit any of ML's other rights or remedies or limit or affect Multex's obligations otherwise set forth in this Section 21. Cognigen will have no liability to CST for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of Cognigen to perform its obligations hereunder or in the event of discontinuation or modification of services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute services.----------

Indemnification Limitations of Liability. i) Cognigen 6.1 Eclipse Corporation shall indemnifydefend and/or settle at its expense, defend and hold CST harmless from and against any and all claims, demandsactions, suits, judgments, losses allegations or expenses, including reasonable attorney's fees resulting from any act and/or omission of Cognigen, its agents, servants or representatives while engaged in, or in connection with, proceedings against You to the discharge or performance of the obligations to be done or performed by Cognigen hereunder or otherwise extent arising out of or related relating to misappropriation or infringement by the Software of any third party’s proprietary or intellectual property right (“Claims”), and Eclipse Corporation shall pay all damages finally awarded by a court of competent jurisdiction to such third party against You, or any settlement amounts agreed by Eclipse Corporation; subject to the transactions contemplated hereby. ii) CST will conditions that, You shall notify Eclipse Corporation promptly of any You Claims, permit Eclipse Corporation to control the defense and settlement of such Claims and assist Eclipse Corporation, at Eclipse Corporation’s expense, in defending or settling such Claims. Eclipse Corporation shall not be liable for consequentialany settlement amounts entered into by You without Eclipse Corporation’s prior written approval. If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages based on the Software, incidentalthen Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third party software suppliers is subject to an injunction or continuing damages based on the Software), specialthen notwithstanding any other provision in this Agreement, punitiveEclipse Corporation shall be entitled to either modify the Software to make it non-infringing and/or remove the misappropriated material, exemplary replace the Software or indirect loss portion thereof with a service or damages materials that provide substantially the same functionality or information, or, if neither of the foregoing is commercially practicable, require You to cease using the Software and refund to You (a) a pro rata portion of any kind arising out one (1) time fees (based on a three (3) year, straight-line depreciation schedule from the date of this Agreement or relating to the transactions contemplated hereby or payment), and (b) any failure to perform its obligations hereunder even if CST was advised of the possibility of such damages. CST will have no liability to Cognigen for loss or damage to goodwill or for revenues or profits fees that might have been generated or earned under this Agreement pre-paid by You but for the inability or failure of CST to perform its obligations hereunder or in the event of discontinuation or modification of Services or otherwise in connection with the transactions contemplated herebyare unused. The foregoing notwithstanding, nor Eclipse Corporation shall CST have liability for the cost or procurement of substitute Services. iii) CST will have no liability for fraudulent activity a claim of infringement or misappropriation to the extent caused by (i) the combination of the Software with any other inappropriate activities of End-Usersservice, nor for software, data or products not provided or approved by Eclipse Corporation; or (ii) the guaranty use of any checks processed material provided by CSTYou or any end users, (iii) any breach by You of this Agreement. THE FOREGOING IS ECLIPSE CORPORATION’S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ECLIPSE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. iv) Cognigen agrees not to violate any FCC or other federal or state rules regarding Cognigen slamming or cramming6.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY ECLIPSE CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM. Cognigen agrees to fully and immediately reimburse6.3 THE DISCLAIMER OF REPRESENTATIONS, CST and the employeesWARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, officersWARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, directors, partners, shareholders, successors, assigns and independent contractors of CST, for all claims, damages, liabilities or expense of any description (including but not limited to reasonable attorneys fees and costs) arising out of the violation by Cognigen or any of Cognigen's employees, agents or representatives of any applicable FCC and/or state rules regarding Cognigen slamming or cramming. Cognigen further agrees that Cognigen will not settle any such dispute or claim without consulting with CST and obtaining CST's prior written consent. Cognigen must also allow CST to participate in its own defense at Cognigen's expenseNEITHER ECLIPSE CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. v) Cognigen shall be solely and singularly responsible for payment of any commissions or other compensation owed to Cognigen's employees, agents or representatives. Nothing contained herein shall be construed to create any obligation by CST whatsoever to pay commissions or other compensation to any of Cognigen's employees, agents or representatives. Cognigen shall indemnify and hold harmless CST from and against any and all claims by any of Cognigen's employees, agents or representatives for payment of commissions or other compensation. vi) CST shall indemnify, defend and hold Cognigen harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of CST, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by CST hereunder or otherwise arising out of or related to the transactions completed hereby. vii) Cognigen will not be liable for consequential, incidental, special, punitive, exemplary or indirect loss or damages or any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if Cognigen was advised of the possibility of such damages. Cognigen will have no liability to CST for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of Cognigen to perform its obligations hereunder or in the event of discontinuation or modification of services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute services.

Indemnification Limitations of Liability. i) Cognigen shall 22.1 Arius agrees to indemnify, hold harmless and defend Aveva, its officers, employees, and hold CST harmless from and agents (collectively, the “Aveva Indemnified Parties”), against any and all claims, demandssuits, suitslosses, damages, judgments, losses or costs, fees, and expenses, including including, without limitation, reasonable attorney's fees ’s fee (collectively, “Losses”) asserted by third parties, both government and private, resulting from any act and/or omission of Cognigen, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by Cognigen hereunder or otherwise arising out of or related (i) any breach by Arius of this Agreement, (ii) infringement of any third party’s intellectual property right claimed with respect ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with “*****”. to the transactions contemplated herebyuse of Arius Intellectual Property in connection with the manufacture and sale of Products hereunder, (iii) for personal injury or tangible property damage arising from the handling or use of the Product in clinical trials or otherwise or from Arius’ gross negligence or willful misconduct hereunder; provided, however, that Arius shall not be required to indemnify, hold harmless and defend any Aveva Indemnified Party against any Loss to the extent attributable to or arising out of (i) any manufacturing defects or latent defects in Products manufactured or supplied by Aveva or the failure of Aveva to manufacture and package Products that are in compliance with the Product Specifications, Packaging Specifications, and all applicable laws, rules, and regulations, and Product Approvals, (ii) infringement of any third party’s intellectual property right claimed with respect to Aveva’s practice or use of its manufacturing processes, Know How or Aveva Intellectual Property (other than the practice of Arius Intellectual Property), or (iii) any Aveva Indemnified Party’s (1) gross negligence or willful misconduct, (2) breach of this Agreement, or (3) failure to comply with all applicable laws, rules, and regulations. 22.2 Aveva agrees to indemnify, hold harmless and defend Arius, its officers, employees, and agents (collectively, the “Arius Indemnified Parties”), against any and all Losses asserted by third parties, both government and private, resulting from (i) any manufacturing or latent defects in Products manufactured or supplied by Aveva or the failure of Aveva to manufacture and package Products which are in compliance with the Product Specifications, Packaging Specifications, and all applicable laws, rules, and regulations, and Product Approvals; (ii) CST will infringement of any third party’s intellectual property right claimed with respect to Aveva’s practice or use of its manufacturing processes generally, Know How, or Aveva Intellectual Property (other than the practice of Arius Intellectual Property), or (iii) Aveva’s (1) gross negligence or willful misconduct, (2) breach of this Agreement, or (3) failure to comply with all applicable laws, rules, and regulations; provided, however, that Aveva shall not be required to indemnify, hold harmless and defend any Arius Indemnified Party against any Loss to the extent such Loss is attributable to or arising out of any matter subject to indemnification by Arius. 22.3 A party (the “Indemnitee”) which intends to claim indemnification under this Section 22 shall notify the other party (the “Indemnitor”) within a reasonable time in writing of any action, claim or liability in respect of which the Indemnitee believes it is entitled to claim indemnification, provided that the failure to give timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee to the extent the Indemnitor (including its right to defend) is not prejudiced thereby. The Indemnitor shall have the right, by notice to the Indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period after the Indemnitor’s receipt of notice of any action or claim with counsel of the Indemnitor’s choice and at the sole cost of the Indemnitor. If the Indemnitor does not so assume the defense of such third party claim, then the Indemnitee may assume such defense with reasonable counsel of its choice and at the sole cost of the Indemnitor, provided such costs are reasonable and documented. If the Indemnitor so assumes such defense, then the Indemnitee may participate therein through counsel of its choice, but at the sole cost of the Indemnitee. The party not assuming the defense of any such claim shall render all reasonable assistance as is requested to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the Indemnitor. No such claim shall be settled other than by the party defending the same; provided that Indemnitor shall not, without the Indemnitee’s prior written ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with “*****”. consent, enter into any settlement of any such action or claim which (a) imposes on the Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor or (b) admits fault on the part of Indemnitee, provided that Indemnitor promptly and fully performs and/or assumes any such liability or obligation. 22.4 Neither Party shall be liable to the other Party for consequential, incidental, special, punitiveindirect, exemplary incidental or indirect loss consequential damages, including lost profits and lost sales, whether in contract, warranty, negligence, tort, strict liability or damages of any kind otherwise, pursuant to this Article 22 or otherwise arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if CST was advised of the possibility of such damages. CST will have no liability to Cognigen for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of CST to perform its obligations hereunder or in the event of discontinuation or modification of Services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute Services. iii) CST will have no liability for fraudulent activity or other inappropriate activities of End-Users, nor for the guaranty of any checks processed by CST. iv) Cognigen agrees not to violate any FCC or other federal or state rules regarding Cognigen slamming or cramming. Cognigen agrees to fully and immediately reimburse, CST and the employees, officers, directors, partners, shareholders, successors, assigns and independent contractors of CST, for all claims, damages, liabilities or expense of any description (including but not limited to reasonable attorneys fees and costs) arising out of the violation by Cognigen or any of Cognigen's employees, agents or representatives of any applicable FCC and/or state rules regarding Cognigen slamming or cramming. Cognigen further agrees that Cognigen will not settle any such dispute or claim without consulting with CST and obtaining CST's prior written consent. Cognigen must also allow CST to participate in its own defense at Cognigen's expense. v) Cognigen shall be solely and singularly responsible for payment of any commissions or other compensation owed to Cognigen's employees, agents or representatives. Nothing contained herein shall be construed to create any obligation by CST whatsoever to pay commissions or other compensation to any of Cognigen's employees, agents or representatives. Cognigen shall indemnify and hold harmless CST from and against any and all claims by any of Cognigen's employees, agents or representatives for payment of commissions or other compensation. vi) CST shall indemnify, defend and hold Cognigen harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of CST, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by CST hereunder or otherwise arising out of or related to the transactions completed hereby. vii) Cognigen will not be liable for consequential, incidental, special, punitive, exemplary or indirect loss or damages or any kind arising out breach of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if Cognigen was advised of the possibility of such damages. Cognigen will have no liability to CST for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of Cognigen to perform its obligations hereunder or in the event of discontinuation or modification of services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute servicesAgreement.

Indemnification Limitations of Liability. i(1) Cognigen Paragon shall indemnifybe fully liable for the actions of its agents, defend employees, partners, or subcontractors and shall fully indemnify and hold CST harmless the SBA and its officers, agents, and employees, from and against any and all claims, demands, third party suits, judgmentsactions, losses or expensesdamages, and costs of every name and description, including reasonable attorney's attorneys’ fees resulting and costs, arising from any or relating to personal injury alleged to be caused in whole or in part by the negligent act and/or or omission of CognigenParagon, its agents, servants or representatives while engaged inemployees, partners, or in connection withsubcontractors, provided, however, that Paragon shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the SBA. (2) Paragon shall fully indemnify and hold harmless the SBA from any third- party suits, actions, damages, and costs of every name and description, including reasonable attorneys’ fees and costs, arising from or relating to Paragon’s products provided under this Contract violating or infringing a trademark, copyright, patent, trade secret or intellectual property right of a third party, provided, however, that the foregoing obligation shall not apply to the SBA’s misuse or modification of Paragon’s products not contemplated by this Contract. (3) Paragon’s obligation under subparagraph 1 with respect to any legal action is contingent upon the SBA giving Paragon written notice of any action or threatened action, the discharge opportunity to take over and settle or performance of defend any such action at Paragon’s sole expense, and assistance in defending the obligations to be done or performed by Cognigen hereunder or otherwise arising out of or related to the transactions contemplated hereby. ii) CST will action at Paragon’s sole expense. Paragon shall not be liable for consequentialany cost, incidentalexpense, or compromise incurred or made by the SBA in any legal action without Paragon’s prior written consent, which shall not be reasonably withheld. (4) No party shall be liable to another for special, indirect, punitive, exemplary or indirect loss or damages of any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if CST was advised of the possibility of such consequential damages. CST will have no liability to Cognigen for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of CST to perform its obligations hereunder or in the event of discontinuation or modification of Services or otherwise in connection with the transactions contemplated hereby, nor No party shall CST have liability for the cost or procurement of substitute Services. iii) CST will have no liability for fraudulent activity or other inappropriate activities of End-Users, nor for the guaranty of any checks processed by CST. iv) Cognigen agrees not to violate any FCC or other federal or state rules regarding Cognigen slamming or cramming. Cognigen agrees to fully and immediately reimburse, CST and the employees, officers, directors, partners, shareholders, successors, assigns and independent contractors of CST, for all claims, damages, liabilities or expense of any description (including but not limited to reasonable attorneys fees and costs) arising out of the violation by Cognigen or any of Cognigen's employees, agents or representatives of any applicable FCC and/or state rules regarding Cognigen slamming or cramming. Cognigen further agrees that Cognigen will not settle any such dispute or claim without consulting with CST and obtaining CST's prior written consent. Cognigen must also allow CST to participate in its own defense at Cognigen's expense. v) Cognigen shall be solely and singularly responsible for payment of any commissions or other compensation owed to Cognigen's employees, agents or representatives. Nothing contained herein shall be construed to create any obligation by CST whatsoever to pay commissions or other compensation to any of Cognigen's employees, agents or representatives. Cognigen shall indemnify and hold harmless CST from and against any and all claims by any of Cognigen's employees, agents or representatives for payment of commissions or other compensation. vi) CST shall indemnify, defend and hold Cognigen harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of CST, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by CST hereunder or otherwise arising out of or related to the transactions completed hereby. vii) Cognigen will not be liable for consequentiallost profits, incidentallost revenue, specialor lost institutional operating savings. With respect to disputes between the parties, punitivethe SBA may, exemplary in addition to other remedies available at law or indirect loss equity and upon notice to Paragon, retain such amounts otherwise due Paragon as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. (5) Paragon’s liability (whether in contract tort, negligence, strict liability, by statute, or otherwise) the SBA or to any third-party concerning performance or non- performance or otherwise related to this Contract will in the aggregate be limited to direct and actual damages or any kind arising out of this Agreement or relating not to exceed $1,000,000. (6) This paragraph shall be enforced to the transactions contemplated hereby or any failure to perform its obligations hereunder even if Cognigen was advised of the possibility of such damages. Cognigen will have no liability to CST for loss or damage to goodwill or for revenues or profits that might have been generated or earned fullest extent permitted under this Agreement but for the inability or failure of Cognigen to perform its obligations hereunder or in the event of discontinuation or modification of services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute servicesFlorida law.

Indemnification Limitations of Liability. i) Cognigen a. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend defend, and hold CST harmless the SBA and its officers, agents, and employees, from and against any and all claims, demands, third party suits, judgmentsactions, losses or expensesdamages, and costs of every name and description, including reasonable attorney's attorneys’ fees resulting and costs, arising from any act and/or omission of Cognigenor relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, servants or representatives while engaged inemployees, partners, or in connection withsubcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the SBA. b. The Contractor shall fully indemnify, defend, and hold harmless the SBA from any third party suits, actions, damages, and costs of every name and description, including reasonable attorneys’ fees and costs, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to the SBA’s misuse or modification of the Contractor’s products or of the use of the Contractor’s products not contemplated by this Contract. c. The Contractor’s obligation under subparagraphs a. and b. with respect to any legal action is contingent upon the SBA giving the Contractor written notice of any action or threatened action, the discharge opportunity to take over and settle or performance of defend any such action at the obligations to be done or performed by Cognigen hereunder or otherwise arising out of or related to Contractor’s sole expense, and assistance in defending the transactions contemplated hereby. ii) CST will action at the Contractor’s sole expense. The Contractor shall not be liable for consequentialany cost, incidentalexpense, or compromise incurred or made by the SBA in any legal action without the Contractor’s prior written consent, which shall not be reasonably withheld. d. No party shall be liable to another for special, indirect, punitive, exemplary or indirect loss or damages of any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if CST was advised of the possibility of such consequential damages. CST will have no liability to Cognigen for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of CST to perform its obligations hereunder or in the event of discontinuation or modification of Services or otherwise in connection with the transactions contemplated hereby, nor No party shall CST have liability for the cost or procurement of substitute Services. iii) CST will have no liability for fraudulent activity or other inappropriate activities of End-Users, nor for the guaranty of any checks processed by CST. iv) Cognigen agrees not to violate any FCC or other federal or state rules regarding Cognigen slamming or cramming. Cognigen agrees to fully and immediately reimburse, CST and the employees, officers, directors, partners, shareholders, successors, assigns and independent contractors of CST, for all claims, damages, liabilities or expense of any description (including but not limited to reasonable attorneys fees and costs) arising out of the violation by Cognigen or any of Cognigen's employees, agents or representatives of any applicable FCC and/or state rules regarding Cognigen slamming or cramming. Cognigen further agrees that Cognigen will not settle any such dispute or claim without consulting with CST and obtaining CST's prior written consent. Cognigen must also allow CST to participate in its own defense at Cognigen's expense. v) Cognigen shall be solely and singularly responsible for payment of any commissions or other compensation owed to Cognigen's employees, agents or representatives. Nothing contained herein shall be construed to create any obligation by CST whatsoever to pay commissions or other compensation to any of Cognigen's employees, agents or representatives. Cognigen shall indemnify and hold harmless CST from and against any and all claims by any of Cognigen's employees, agents or representatives for payment of commissions or other compensation. vi) CST shall indemnify, defend and hold Cognigen harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of CST, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by CST hereunder or otherwise arising out of or related to the transactions completed hereby. vii) Cognigen will not be liable for consequentiallost profits, incidentallost revenue, specialor lost institutional operating savings. With respect to disputes between the parties, punitivethe SBA may, exemplary in addition to other remedies available at law or indirect loss or damages or any kind arising out of this Agreement or relating equity and upon notice to the transactions contemplated hereby Contractor, retain such amounts otherwise due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or any failure against them. e. This paragraph shall be enforced to perform its obligations hereunder even if Cognigen was advised of the possibility of such damages. Cognigen will have no liability to CST for loss or damage to goodwill or for revenues or profits that might have been generated or earned fullest extent permitted under this Agreement but for the inability or failure of Cognigen to perform its obligations hereunder or in the event of discontinuation or modification of services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute servicesFlorida law.