INDEMNITIES, DISCLAIMERS AND LIMITATION OF LIABILITY. a. Subject to the terms of Section 8(d) below, Client and ExED agree to indemnify each other and hold each other, and each other’s officers, directors, employees, agents harmless, from and against any and all direct claims, costs, losses, liabilities and expenses for personal injury and property damage, including reasonable attorneys’ fees, attributable to their actions and omissions in violation of the terms of this Agreement, but excluding claims that would not be made but for the gross negligence or willful misconduct of the party seeking indemnification.
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Samples: Management and Accounting Services Agreement, Management and Accounting Services Agreement, Management and Accounting Services Agreement