Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with: (a) the The engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s 's facilities, or or (b) the The making of replacements, additions, betterments to, or reconstruction of the indemnitor’s 's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 If CG fails to comply with the insurance provisions of this Agreement, CG shall, at its own cost, defend, save harmless and indemnify GSWC, its directors, officers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney's fees and other costs of litigation) resulting from the death or injury to any person or damage to any property, including the personnel and property of the utility, to the extent that the utility would have been protected had CG complied with the insurance provisions of Section 8. The inclusion of this Section 7.6 is not intended to create any expressed or implied right in CG to elect not to provide any such required insurance. 7.7 Notwithstanding the provisions of Section 7.1, Member CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, BVES’ facilities and AEC BVES shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees fees, that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member Customer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AECSCE’s facilities, and AEC SCE shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defendThe Customer assumes the risk of all damages, hold harmlessloss, cost and expense and agrees to indemnify SESD, its successors and assigns, and indemnify the other Party and the directorsits respective, officers, employeesemployees and agents, from and agents of the other Party against and from any and all lossclaims, liabilitylosses, damagecosts, claimliabilities, costdamages and expenses including, chargebut not limited to, demandreasonable attorney fees, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of resulting from or in connection with (a) performance of the engineeringagreement or which may occur or be sustained by SESD on account of any claim or action brought against SESD for any reason including but not limited to loss to the electrical system of the Customer caused by or arising out of an electrical disturbance. 7.2 Such indemnity, designprotection, constructionand hold harmless includes any demand, claim, suit or judgment for damages, death or bodily injury to all persons, including officers, employees or agents, and subcontractors of either Party hereto including payment made under or in connection with any Worker’s Compensation Law or under any plan for employees’ disability and death benefits or property loss which may be caused or contributed to by the Interconnection, maintenance, repair, operation, supervisionuse, inspection, testing, protection or ownership of the indemnitor’s facilitiespresence, or (b) removal of Customer’s equipment. The only exception will be liability occasioned by the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on misconduct of SESD or its employees acting within the other Party’s request, defend any suit asserting scope of their employment and liability occasioned by a claim covered partial negligence of SESD or its employees acting within the scope of their employment to the extent that such partial liability is fixed by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnitya court of competent jurisdiction. 7.3 The provisions of this Section 7 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1SESD shall have no liability, neither Party shall be liable to ownership interest, control or responsibility for the other Party for consequential damages incurred by that PartyCustomer’s renewable energy electric generating system or its interconnection with SESD’s electric system, regardless of what SESD knows or should know about the Customer’s electric generating facility or its interconnection. 7.5 Nothing Customer recognizes that it is waiving immunity under Utah Industrial Insurance law, Title 51 RCW, and further agrees that this indemnification clause has been mutually negotiated. This indemnification shall extend to and include attorney’s fees and the costs of establishing the right of indemnification hereunder in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason favor of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedUtility.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Electric Utility and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Electric Utility, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defenda) The Customer assumes the risk of all damages, hold harmlessloss, cost and expense and agrees to indemnify the Utility, its successors and assigns, and indemnify the other Party and the its respective directors, officers, employeesemployees and agents, from and agents of the other Party against and from any and all lossclaims, liabilitylosses, damagecosts, liabilities, damages and expenses including, but not limited to, reasonable attorney fees, resulting from or in Interconnection with performance of the agreement or which may occur or be sustained by Name of Utility on account of any claim or action brought against the Utility for any reason including by not limited to loss to the electrical system of the Customer caused by or arising out of an electrical disturbance. b) Such indemnity, protection, and hold harmless includes any demand, claim, costsuit or judgment for damages, charge, demand, death or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for bodily injury or death to all persons, including officers, employees or agents, and subcontractors of either Party, and damage to property, Party hereto including property of either Party, arising out of payment made under or in connection Interconnection with (a) any Worker’s Compensation Law or under any plan for employees’ disability and death benefits or property loss which may be caused or contributed to by the engineering, design, constructionInterconnection, maintenance, repair, operation, supervisionuse, inspection, testing, protection or ownership of the indemnitor’s facilitiespresence, or (b) removal of Customer’s equipment. The only exception will be liability occasioned by the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconductmisconduct of the Utility or its employees acting within the scope of their employment and liability occasioned by a partial negligence of the Utility or its employees acting within the scope of their employment to the extent that such partial liability is fixed by a court of competent jurisdiction. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 c) The provisions of this the Section 7 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1d) The Utility shall have no liability, neither Party shall be liable to ownership interest, control or responsibility for the other Party for consequential damages incurred by that PartyCustomer’s Electric Generating Facility or its Interconnection with the Utility’s electric system, regardless of what the Utility knows or should know about the Customer’s Electric Generating Facility or its Interconnection. 7.5 Nothing e) Customer recognizes that it is waiving immunity under Washington Industrial Insurance law, Title 51 RCW, and further agrees that this indemnification clause has been mutually negotiated. This indemnification shall extend to and include attorney’s fees and the costs of establishing the right of indemnification hereunder in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason favor of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedUtility.

Indemnity and Liability. 7.1 Each Party as indemnitor party shall defend, hold harmless, and indemnify the other Party and the party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liability, damage, claim, cost, charge, demand, or damages expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the engineering, indemnifying party’s engineering design, construction, maintenance, repair, operation, supervision, inspection, testing, protection ownership or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitorsuch party’s facilities. This indemnity shall apply notwithstanding the works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor indemnifying party shall, on the other Partyparty’s request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party party in enforcing this indemnity. 7.3 The provisions . It is the intent of this Section the parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each party shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with bear the provisions proportionate cost of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1loss, neither Party shall be liable damage, expense and liability attributable to the other Party for consequential damages incurred by that Party. 7.5 party’s negligence. Nothing in this Agreement shall be construed to create any duty to, establish any standard of care with reference to, to or any liability to any person who is not a Party party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Company nor its officers, Member agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of the Customer’s Facilities by the Customer or any other person or entity. Neither shall the Company, its officers, agents or employees have any requirement or responsibility to make replacements, additions or betterment to the Customer’s Facility.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Cooperative and to all Members except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Cooperative, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Member's facilities by the Member or any other person or entity.

Indemnity and Liability. 7.1 18.1 Each Party as indemnitor shall defend, hold harmless, save harmless and indemnify the other Party and the directors, officers, employees, and agents of the other such Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, property including property of either Party, Party arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments to, or reconstruction of of, the indemnitor’s 's facilities; provided, however, Seller's duty to indemnify Edison hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand, or expense resulting from interruptions in electrical service to Edison's customers other than Seller or electric customers of Seller. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, demand or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall18.2 Notwithstanding the indemnity of Section 18.1 and except for a Party's willful misconduct or sole negligence, on the other Party’s request, defend any suit asserting a claim covered by this indemnity each Party shall be responsible for damage to its facilities resulting from electrical disturbances or faults. 18.3 Seller releases and shall pay for defend, save harmless and indemnify Edison from any and all costsloss, including reasonable attorney fees that may be incurred liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any representation made by the other Party in enforcing this indemnitySeller inconsistent with Section 9.1. 7.3 18.4 The provisions of this Section 18 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 18.5 Except as otherwise provided in Section 7.118.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care 18.6 If Seller fails to comply with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.119, Member shall be responsible for protecting Seller shall, at its Generating Facility own cost, defend, save harmless and indemnify Edison, its directors, officers, employees, and agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including attorneys' fees and other costs of litigation), resulting from injury or death to any person or damage by reason to any property, including the personnel or property of Edison, to the extent that Edison would have been protected had Seller complied with all of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.provisions of

Indemnity and Liability. 7.1 Each Party 10.1. The Customer-Generator as indemnitor shall defend, hold harmless, save harmless and indemnify the other Party the District and the its directors, officers, employees, employees and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect indirect, or consequential loss, liability, damage, claim, cost, charge, demand, demand or expense, including attorneys’ ' fees) for injury or death to persons, persons including employees of either Party, the District and damage to property, including the District’s property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments to, or reconstruction of of, the indemnitorCustomer-Generator’s facilitiesFacilities; provided, however, Customer-Generator's duty to indemnify District hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand or expense resulting from interruptions in electrical service to District's customers other than interruptions caused by Customer-Generator. This indemnity shall not apply notwithstanding to the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder District for its loss, liability, damage, claim, cost, charge, demand, demand or expense resulting from its sole active negligence or willful misconduct. 7.2 The indemnitor shall10.2. Notwithstanding the indemnity of Section 10.1, on the other and except for a Party’s request's willful misconduct or sole negligence, defend any suit asserting a claim covered by this indemnity and each Party shall pay be responsible for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnitydamage to its facilities resulting from electrical disturbances or faults. 7.3 10.3. The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 10.4. Except as otherwise provided in Section 7.110.1, neither Party shall be liable to the other Party for consequential consequential, indirect, special or punitive damages incurred by that Party. 7.5 Nothing 10.5. If Customer-Generator fails to comply with the insurance provisions of this Agreement, if any, Customer-Generator shall, at its own cost, defend, save harmless and indemnify District, its directors, officers, employees, agents, assignees and successors in this Agreement shall create interest from and against any duty toand all loss, liability, damage, claim, cost, charge, demand or expense of any standard kind or nature (including attorney's fees and other costs of care with reference to, litigation) resulting from the death or any liability injury to any person who or damage to any property, including the personnel and property of District. The inclusion of this Section 10.5 is not a Party intended to itcreate any express or implied right in Customer-Generator to elect not to provide any such required insurance. 7.6 Notwithstanding the provisions of Section 7.110.6. The District and its officers, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilitiesemployees, and AEC agents shall not be liable for any such damage so causeddamages to the Facilities caused by an electrical disturbance of the District’s system or the system of another, whether or not the electrical disturbance results from the negligence of the District. 10.7. This Section 10 shall survive termination of this Interconnection Agreement.

Indemnity and Liability. 7.1 Each Party as indemnitor The Customer-Generator shall defend, hold harmlessharmless and indemnify, and indemnify the other Party Utility and the directors, officers, employees, employees and agents of for the other Party Utility against and from any and all loss, liability, damage, claim, cost, charge, demand, demand or expense (including any direct, indirect or consequential loss, . liability, damage, claim, cost, charge, demand, demand or expense, including attorneys’ attorney fees) for injury or death to persons, persons (including employees of either Party, and the Utility) and/or damage to property, including property of either Party, arising out of or in connection with (a) the engineering, engineering design, construction, construction maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments betterment’s to, or reconstruction of of, the indemnitorCustomer-Generator’s facilities: provided, however, the Customer-Generator’s duty to indemnify the Utility hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand or expenses resulting from interruptions in electrical service to the Utilities customers other than the Customer-Generator. This indemnity shall apply notwithstanding the active or passive negligence of the indemniteeCustomer-Generator. However, neither Party the Utility shall not be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, demand or expense resulting from its sole negligence or willful misconduct. The liability of the Utility to the Customer-Generator shall be governed and limited to the Utilities general duties to its customers pursuant to its Policies and Procedures. 7.2 The indemnitor shallNotwithstanding the indemnity of Section 7.1, on the other and except for a Party’s requestwillful misconduct or sole negligence, defend any suit asserting a claim covered by this indemnity and each Party shall pay be responsible for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnitydamage to its facilities resulting from electrical disturbances or faults. 7.3 The provisions of this the Section 7 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 9.1. Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitorParty’s facilities, or (b) the making of replacements, additions, betterments improvements to, or reconstruction of the indemnitorParty’s facilities, provided, however, Customer’s duty to indemnify MVP hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand, or expense resulting from interruptions in electrical service to MVP’s customers other than Customer. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall9.2. Notwithstanding the indemnity of Section 9.1, on the other and except for a Party’s requestwillful misconduct or sole negligence, defend any suit asserting a claim covered by this indemnity and each Party shall pay be responsible for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnitydamage to its own facilities resulting from electrical disturbances or faults. 7.3 9.3. The provisions of this Section 9 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 9.4. Except as otherwise provided in Section 7.1, 9.1 neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including retained or in-house attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that fees, which may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty toduty, any standard of care with reference to, or any liability to any person who is not a Party party to it. 7.6 Notwithstanding Not withstanding the provisions of Section 7.1, Member CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or of faults caused by the operation, faulty operation, or non-operation of AECSDG&E’s facilities, and AEC SDG&E shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with: (a) the The engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s 's facilities, or or (b) the The making of replacements, additions, betterments to, or reconstruction of the indemnitor’s 's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Interconnection Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 If DGS CG fails to comply with the insurance provisions of this Interconnection Agreement, DGS CG shall, at its own cost, defend, save harmless and indemnify BVES, its directors, officers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney's fees and other costs of litigation) resulting from the death or injury to any person or damage to any property, including the personnel and property of the utility, to the extent that the utility would have been protected had DGS CG complied with the insurance provisions of Section 8. The inclusion of this Section 7.6 is not intended to create any expressed or implied right in DGS CG to elect not to provide any such required insurance. 7.7 Notwithstanding the provisions of Section 7.1, Member DGS CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-non- operation of AEC’s facilities, BVES’ facilities and AEC BVES shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Cooperative and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Cooperative, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Company and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Company, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 18.1 Each Party as indemnitor shall defend, hold harmless, save harmless and indemnify the other Party and the directors, officers, employees, and agents of the other such Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, property including property of either Party, Party arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments to, or reconstruction of of, the indemnitor’s 's facilities; provided, however, Seller's duty to indemnify Edison hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand, or expense resulting from interruptions in electrical service to Edison's customers other than Seller or electric customers of Seller. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, demand or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall18.2 Notwithstanding the indemnity of Section 18.1 and except for a Party's willful misconduct or sole negligence, on the other Party’s request, defend any suit asserting a claim covered by this indemnity each Party shall be responsible for damage to its facilities resulting from electrical disturbances or faults. 18.3 Seller releases and shall pay for defend, save harmless and indemnify Edison from any and all costsloss, including reasonable attorney fees that may be incurred liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any representation made by the other Party in enforcing this indemnitySeller inconsistent with Section 9.1. 7.3 18.4 The provisions of this Section 18 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 18.5 Except as otherwise provided in Section 7.118.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care 18.6 If Seller fails to comply with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.119, Member shall be responsible for protecting Seller shall, at its Generating Facility own cost, defend, save harmless and indemnify Edison, its directors, officers, employees, and agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including attorneys' fees and other costs of litigation), resulting from injury or death to any person or damage by reason to any property, including the personnel or property of Edison, to the extent that Edison would have been protected had Seller complied with all of the electrical disturbances provisions of Section 19. The inclusion of this Section 18.6 is not intended to create any express or faults caused by implied right in Seller to elect not to provide the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedinsurance required under Section 19.

Indemnity and Liability. 7.1 10.1 Each Party as indemnitor shall defend, hold harmless, save harmless and indemnify the other Party and the directors, officers, employees, and agents of the such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, persons including employees of either Party, Party and damage to property, property including property of either Party, Party arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments to, or reconstruction of of, the indemnitor’s 's facilities; provided, however, Seller's duty to indemnify Edison hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand, or expense resulting from interruptions in electrical service to Edison's customers other than Seller or electric customers of Seller. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, demand or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall10.2 Notwithstanding the indemnity of Section 10.1, on the other and except for a Party’s request's willful misconduct or sole negligence, defend any suit asserting a claim covered by this indemnity and each Party shall pay be responsible for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnitydamage to its facilities resulting from electrical disturbances or faults. 7.3 10.3 The provisions of this Section 10 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 10.4 Except as otherwise provided in Section 7.110.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care 10.5 If Seller fails to comply with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.111, Member shall be responsible for protecting Seller shall, at its Generating Facility own cost, defend, save harmless and indemnify Edison, its directors, officers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including direct, indirect, or consequential loss, liability, damage, claim, cost, charge, or expense, including attorneys' fee and other costs of litigation) resulting from the death or injury to any person or damage by reason to any property, including the personnel and property of Edison, to the extent that Edison would have been protected had Seller complied with all of the electrical disturbances provisions of Section 11. The inclusion of this Section 10.5 is not intended to create any express or faults caused by implied right in Seller to elect not to provide the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedinsurance required under Section 11.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including retained or in-house attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesfacility, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilitiesfacility. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that fees, which may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty toduty, any standard of care with reference to, or any liability to any person who is not a Party party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.its

Indemnity and Liability. 7.1 Each Party as indemnitor Institution (“Indemnifying Party”) shall defendindemnify UCL (“Indemnified Party”) and its Council members, hold harmless, and indemnify the other Party and the directorsadvisory body members, officers, employeesdirectors, employees and agents of the other Party fully against and from any and all liability, loss, liabilityclaim, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demandlegal fees), or expenseproceedings whatsoever arising under any statute or at common law in respect of: any damage to property, real or personal, including attorneys’ fees) for any infringement of third party Intellectual Property Rights; any injury or death to persons, including employees of either Party, and damage to property, including property of either Party, injury resulting in death; in each case arising out of or in the course of or in connection with (a) the engineeringIndemnifying Party’s performance of its obligations under this Agreement, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership including but not limited to conduct of the indemnitor’s facilitiesResearch and the use or misuse of Data, except to the extent that such damage or (b) the making of replacements, additions, betterments to, injury shall be due to any act or reconstruction omission of the indemnitor’s facilitiesIndemnified Party. This indemnity The Indemnifying Party shall apply notwithstanding at its own expense conduct any litigation arising from any such claims, demands, actions or proceedings and all the active or passive negligence negotiations for the settlement of the indemniteesame and the Indemnified Party hereby agrees to grant the Indemnifying Party exclusive control of any such litigation or the negotiations for the settlement of the same, subject to the Indemnifying Party indemnifying the Indemnified Party in accordance with Clause 12.1 and provided that such settlement shall not make any concession on the part of the Indemnified Party aside from those to be funded by the Indemnifying Party pursuant to the indemnity. However, neither Each Party shall promptly notify the other Party if any claim or demand is made or action brought against the Institution for infringement or alleged infringement of Intellectual Property Rights which might affect the Research. Without prejudice to the provisions of Clause 12.1 the Indemnifying Party shall throughout the period of this Agreement ensure that it has appropriate arrangements in place to meet its obligations and liabilities under this Agreement either through insurance or directly from public funds. The Data are research products. UCL gives no undertaking, warranty or representation that the Data, are of satisfactory quality, fit for any particular purpose, correspond to any description or sample or that the Data will not infringe the intellectual property rights of any third party insofar as the foregoing may legally be indemnified hereunder excluded. The Results generated from the Research are research products. Neither Party gives an undertaking, warranty or representation that the Results are of a satisfactory quality (subject to Clause 3.6), fit for its lossany particular purpose, liability, damage, claim, cost, charge, demand, correspond to any description or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on sample and that they will not infringe the IPR of any third party in so far as the foregoing may legally be excluded. In no event will UCL be liable for any use of Data by the Institution. In no event will one Party be liable for the use of their Results and IPR by the other Party’s request. Each Party undertakes to make no claim in connection with this Agreement against any employees, defend any suit asserting a claim covered by this indemnity and shall pay for all costsstudents, including reasonable attorney fees that may be incurred by agents or appointees of the other Party in enforcing this indemnity. 7.3 (apart from claims based on fraud or wilful misconduct). This undertaking is intended to give protection to individual researchers and officers, and does not prejudice any right which one Party might have to claim against the other Party. The provisions liability of any Party for any breach of this Section shall Agreement, or arising in any other way out of the subject-matter of this Agreement, will not be construed extend to relieve loss of business or profit, or to any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for indirect or consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 losses. Notwithstanding the provisions of Section 7.1this clause 12 nothing in this Agreement limits or excludes either party's liability for: death or personal injury; any fraud or for any sort of liability that, Member shall by law, cannot be responsible for protecting its Generating Facility from limited or excluded; or any loss or damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, a deliberate breach of this Agreement or non-operation a breach of AEC’s facilities, and AEC shall not be liable for any such damage so causedclause 12.

Indemnity and Liability. 7.1 Each Party as indemnitor 28.1 The Contractor shall defend, hold harmless, and indemnify the Authority against all expenses, liabilities, actions, losses, claims, damages or proceedings in respect of direct loss or damage to tangible property, whether belonging to the Authority, its personnel or otherwise, arising out of or in the course of or caused by the negligent act or omission or wilful Default of the Contractor in the provision of the Service, except to any extent (if any) that it was contributed to by the negligent act or omission or wilful Default of the Authority or of some other person acting as a servant or agent of the Authority. 28.2 Neither Party excludes or limits either Party’s liability to the other for death or personal injury, arising from its negligence or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1972 or Section 2 of the Supply of Goods and Services Act 1982. 28.3 All property of the Contractor whilst on the Authority’s premises shall be there at the risk of the Contractor and the directorsAuthority shall accept no liability for any loss or damage howsoever occurring to it, officers, employees, and agents except to the extent (if any) that it was also caused or contributed to by the negligent act or omission or wilful Default of the Authority or some other Party against person acting as a servant or agent of the Authority. 28.4 Subject always to Condition 28.2, the aggregate total liability for all direct losses, liabilities and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death damages of each of the parties to persons, including employees of either Party, and damage to property, including property of either Party, the other arising out of or in connection with this Contract (a) the engineeringwhether caused by negligence, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership by way of the indemnitor’s facilitiesindemnity, or otherwise) shall in no event exceed ten million pounds (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct£10 million ). 7.2 The indemnitor shall28.5 Subject to Condition 28.6 below, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and in no event shall pay for all costs, including reasonable attorney fees that may be incurred by the other either Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for loss of profits, business, revenue, goodwill or consequential damages incurred by or indirect loss provided that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC Condition 28.5 shall not be taken as limiting the right of either party to claim from the other party for additional operational or administrative costs, expenses, expenditure or charges rendered unnecessary in each case as a direct result of any Default by the other party. 28.6 Nothing set out in this Condition 28 shall limit the Contractor’s right to recover and the Authority’s obligation to pay any sums properly payable by the Authority to the Contractor pursuant to this Contract. 28.7 The Parties expressly agree that should any limitation or provision contained in this Condition be held to be invalid under any applicable statute or rules of law it shall to that extent be deemed omitted but if any Party thereby becomes liable for loss or damage which would otherwise have been excluded, such liability shall be subject to the other limitations and provisions as set out herein. 28.8 The Contractor shall hold employer’s liability in respect of Staff in accordance with any such damage so causedlegal requirement for the time being in force.

Indemnity and Liability. 7.1 The following is applicable to Agreements between the Utility and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liability, damage, claim, cost, charge, demand, or damages expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party’s engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection maintenance ownership or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, additions or betterments to, or reconstruction by failure of, any of the indemnitorsuch party’s facilities. This indemnity shall apply notwithstanding the works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor indemnifying party shall, on the other Partyparty’s request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party party in enforcing this indemnity. 7.3 The provisions . It is the intent of the parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that party’s negligence. Nothing in this Section paragraph shall not be applicable to the parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Utility, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by the failure of, the Customer’s facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 Each 6.1 Unless caused by the sole negligence or intentional wrongdoing of the other Party, each Party as indemnitor to this Agreement shall at all times assume all liability for, and shall defend, hold harmless, and indemnify the other Party and the its directors, officers, employees, and agents of the other Party against and from from, any and all lossdamages, liabilitylosses, damageclaims, claimdemands, costsuits, chargerecoveries, demandcosts, or expense legal fees, and expenses: (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ feesa) for injury to or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of any person or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiespersons whomsoever occurring on its own system, or (b) the making for any loss, destruction of replacementsor damage to any property of third persons, additionsfirms, betterments tocorporations or other entities occurring on its own system, including environmental harm or damage, or reconstruction (c) arising out of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. Howeverresulting from, neither Party shall be indemnified hereunder for either directly or indirectly, its loss, liability, damage, claim, cost, charge, demandown Interconnection Facilities, or expense (d) arising out of or resulting from its sole negligence from, either directly or willful misconduct. 7.2 The indemnitor shallindirectly, on the any electric energy furnished to it hereunder after such energy has been delivered to it by such other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 . The provisions of this Section shall survive termination or expiration of this Agreement. 6.2 The provisions of this Section 6 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided 6.3 Notwithstanding anything in Section 7.1this Section, neither or any other provision of this Agreement to the contrary, any liability of a Party to the other Party shall be limited to direct actual damages, and all other damages at law or in equity are hereby waived. Under no circumstances shall a Party be liable to the other Party, whether in tort, contract or other basis in law or equity for any special, indirect, punitive, exemplary, or consequential damages, including lost profits. The indemnification obligations and limits on liability in this Section shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any event or condition giving rise to an indemnification obligation that occurred prior to such expiration or termination. 6.4 Either Party may contract with a subcontractor to perform its obligations under this Agreement and shall incorporate the obligations of this Agreement into its respective subcontracts, agreements, and purchase orders. Each Party shall remain liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in the performance of such subcontractor under this Agreement shall create any duty to, any standard of care with reference to, or any liability subject to any person who is not a Party to it. 7.6 Notwithstanding the provisions of this Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused6.

Indemnity and Liability. 7.1 9.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitorParty’s facilities, or (b) the making of replacements, additions, betterments improvements to, or reconstruction of the indemnitorParty’s facilities, provided, however, Customer’s duty to indemnify NWE hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand, or expense resulting from interruptions in electrical service to NWE’s customers other than Customer. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall9.2 Notwithstanding the indemnity of Section 8.1, on the other and except for a Party’s requestwillful misconduct or sole negligence, defend any suit asserting a claim covered by this indemnity and each Party shall pay be responsible for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnitydamage to its own facilities resulting from electrical disturbances or faults. 7.3 9.3 The provisions of this Section 8 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 9.4 Except as otherwise provided in Section 7.1, 8.1 neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each 6.1 Unless caused by the sole negligence or intentional wrongdoing of the other Party, each Party as indemnitor to this Agreement shall at all times assume all liability for, and shall defend, hold harmless, and indemnify the other Party and the its directors, officers, employees, and agents of the other Party against and from from, any and all lossdamages, liabilitylosses, damageclaims, claimdemands, costsuits, chargerecoveries, demandcosts, or expense legal fees, and expenses: (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ feesa) for injury to or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of any person or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiespersons whomsoever occurring on its own system, or (b) the making for any loss, destruction of replacementsor damage to any property of third persons, additionsfirms, betterments tocorporations or other entities occurring on its own system, including environmental harm or damage, or reconstruction (c) arising out of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. Howeverresulting from, neither Party shall be indemnified hereunder for either directly or indirectly, its loss, liability, damage, claim, cost, charge, demandown Interconnection Facilities, or expense (d) arising out of or resulting from its sole negligence from, either directly or willful misconduct. 7.2 The indemnitor shallindirectly, on the any electric energy furnished to it hereunder after such energy has been delivered to it by such other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 . The provisions of this Section shall survive termination or expiration of this Agreement. 6.2 The provisions of this Section 6 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided 6.3 Notwithstanding anything in Section 7.1this Section, neither or any other provision of this Agreement to the contrary, any liability of a Party to the other Party shall be limited to direct actual damages, and all other damages at law or in equity are hereby waived. Under no circumstances shall a Party be liable to the other Party, whether in tort, contract or other basis in law or equity for any special, indirect, punitive, exemplary or consequential damages, including lost profits. The indemnification obligations and limits on liability in this Section shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any event or condition giving rise to an indemnification obligation that occurred prior to such expiration or termination. 6.4 Either Party may contract with a subcontractor to perform its obligations under this Agreement and shall incorporate the obligations of this Agreement into its respective subcontracts, agreements, and purchase orders. Each Party shall remain liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in the performance of such subcontractor under this Agreement shall create any duty to, any standard of care with reference to, or any liability subject to any person who is not a Party to it. 7.6 Notwithstanding the provisions of this Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused6.

Indemnity and Liability. 7.1 Each Party 9.1 In no event shall either party be liable to the other party for indirect, special, incidental, or consequential damages, including but not limited to the loss of revenues or profits, cost of substitute services, cost of purchased power, loss of opportunity, loss of goodwill, loss of data, governmental sanctions or penalties or claims of third parties, whether such liabilities arise as indemnitor a result of breach of contract, warranty, indemnity, tort, negligence, strict liability or otherwise; and the Utility and the Customer Generator hereby release each other from any such liabilities; provided that the foregoing limitations of liability and releases shall defendnot apply to the extent any of the foregoing arises as a result of gross negligence, hold harmlessrecklessness or willful misconduct of either party. 9.2 The Customer Generator assumes the risk of all damages, loss, cost and expense and agrees to indemnify the Utility, its successors and assigns, and indemnify the other Party and the its respective directors, officers, employeesemployees and agents, from and agents of the other Party against and from any and all lossclaims, liabilitylosses, damagecosts, liabilities, damages and expenses including, but not limited to, reasonable attorney fees, resulting from or in Interconnection with performance of the agreement or which may occur or be sustained by Name of Utility on account of any claim or action brought against the Utility for any reason including by not limited to loss to the electrical system of the Customer Generator caused by or arising out of an electrical disturbance. 9.3 Such indemnity, protection, and hold harmless includes any demand, claim, costsuit or judgment for damages, charge, demand, death or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for bodily injury or death to all persons, including officers, employees or agents, and subcontractors of either Party, and damage to property, Party hereto including property of either Party, arising out of payment made under or in connection Interconnection with (a) any Worker’s Compensation Law or under any plan for employees’ disability and death benefits or property loss which may be caused or contributed to by the engineering, design, constructionInterconnection, maintenance, repair, operation, supervisionuse, inspection, testing, protection or ownership of the indemnitor’s facilitiespresence, or (b) removal of Customer Generator’s equipment. The only exception will be liability occasioned by the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconductmisconduct of the Utility or its employees acting within the scope of their employment and liability occasioned by a partial negligence of the Utility or its employees acting within the scope of their employment to the extent that such partial liability is fixed by a court of competent jurisdiction. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 9.4 The provisions of this the Section 9 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.19.5 The Utility shall have no liability, neither Party shall be liable to ownership interest, control or responsibility for the other Party for consequential damages incurred by that PartyCustomer Generator Generating Facility or its Interconnection with the Utility’s electric system, regardless of what the Utility knows or should know about the Customer Generator Generating Facility or its Interconnection. 7.5 Nothing 9.6 Customer Generator recognizes that it is waiving immunity under Washington Industrial Insurance law, Title 51 RCW, and further agrees that this indemnification clause has been mutually negotiated. This indemnification shall extend to and include attorney’s fees and the costs of establishing the right of indemnification hereunder in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason favor of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedUtility.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ attorney’s fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, improvements or reconstruction of the indemnitor’s facilities, provided, however, Customer-generator’s duty to indemnify the CLPUD hereunder shall not extend to loss, liability, damage, claim, cost charge, demand, or expense resulting from interruptions in electrical service to the CLPUD’s customers other than Customer-generator. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall. CLPUD's indemnification obligation under the immediately preceding paragraph with respect to any liability or expense of whatsoever kind or nature, on arising out of or in connection with the other Party’s requestperformance or non-performance of either party's respective obligations under this agreement, defend any suit asserting a claim covered shall be no greater than that prescribed by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party ORS 30.260 to 30.302. This limitation on CLPUD's indemnification obligation shall be liable to the other Party for consequential same whether the actions or damages incurred by being indemnified are characterized as tortious or contractual or somewhat both in nature. The Parties agree that Partythey have mutually negotiated this limit of CLPUD's indemnification obligation. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor 8.1. Customer shall defend, hold harmlessindemnify, and indemnify hold harmless the other Party Port’s elected or appointed officials, directors, and/or officers, its employees, representatives, and agents (individually and collectively hereinafter “Port Indemnitees”), from and against any and all liabilities, claims, actions, causes of action, suits, proceedings, demands, losses, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and costs (collectively “Claims”), which the directorsPort Indemnitees may suffer or incur or to which the Port Indemnitees may be subject by reason of or arising out of by the negligent or willful acts or omissions of Customer, or any of its respective agents, officers, directors, employees, and agents of the other Party against and from any and all lossconsultants or subcontractors, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or committed in connection with (a) any act or omission in the engineering, design, construction, destruction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesGenerating Facility, (b) any act or omission in the replacement, addition, betterment, reconstruction, removal, or destruction, of or to the Generating Facility, or (bc) the making Generating Facility. The foregoing notwithstanding, the provisions of replacements, additions, betterments to, or reconstruction this paragraph shall not apply to Claims occurring as a result of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconductmisconduct proven to have been caused by the Port Indemnitees. 7.2 8.2. The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 8.3. The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 8.4. Except as otherwise provided in Section 7.18.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 8.5. Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 8.6. Notwithstanding the provisions of Section 7.18.1, Member Customer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AECthe Port’s facilities, facilities and AEC the Port shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with: (a) the The engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or or (b) the The making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 If CG fails to comply with the insurance provisions of this Agreement, CG shall, at its own cost, defend, save harmless and indemnify Liberty Utilities, its directors, officers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney’s fees and other costs of litigation) resulting from the death or injury to any person or damage to any property, including the personnel and property of the utility, to the extent that the utility would have been protected had CG complied with the insurance provisions of Section 8. The inclusion of this Section 7.6 is not intended to create any expressed or implied right in CG to elect not to provide any such required insurance. 7.7 Notwithstanding the provisions of Section 7.1, Member CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, Liberty Utilities’ facilities and AEC Liberty Utilities shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor indemnifier shall defend, hold harmless, save harmless and indemnify the other Party and the directors, officers, employees, and agents of the such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any and direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ attorney’s fees) for injury or death to persons, persons including employees of either Party, Party and damage to property, property including property of either Party, Party arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments to, or reconstruction of of, the indemnitorindemnifier’s facilities; provided, however, Customer-Generator’s duty to indemnify IID hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand, or expense resulting from interruptions in electrical service to IID’s customer other than Customer- Generator. This indemnity shall apply apply, notwithstanding the active or passive negligence of the indemniteeindemnified. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 7.3 Except as otherwise provided in Section 7.1, 7.1 neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing 7.4 If Customer-Generator fails to comply with the insurance provisions of this Agreement, Customer-Generator shall, at its own cost, defend, save harmless and indemnify IID, its directors, officers, employees, agents, assignees, and successors in this Agreement shall create interest from and against any duty toand all loss, any standard of care with reference toliability, damage, claim, cost, charge, demand, or expense of any liability kind or nature (including attorney’s fees and other costs of litigation) resulting from the death or injury to any person who or damage to any property, including the personnel and property of IID, to the extent that IID would have been protected had Customer-Generator complied with all such insurance provisions. The inclusion of this Section 7.4 is not a Party intended to it. 7.6 Notwithstanding the provisions of create any expressed or implied right in Customer-Generator to elect not to provide any such required insurance, nor create any limitation with respect to indemnity as provided in Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Electric Utility and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees property caused by the indemnifying party's Name of either Party, and damage to property, including property Company: Xxxxx Xxxx Electric Cooperative Corporation Kind of either Party, arising out Service: Electric Class of or in connection with (a) the Service: All Part III. Rate Schedule No. 20 Title: LEGACY NET-METERING PSC File Mark Only engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Electric Utility, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with: (a) the The engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s 's facilities, or or (b) the The making of replacements, additions, betterments to, or reconstruction of the indemnitor’s 's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 If CG fails to comply with the insurance provisions of this Agreement, CG shall, at its own cost, defend, save harmless and indemnify GSWC, its directors, officers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney's fees and other costs of litigation) resulting from the death or injury to any person or damage to any property, including the personnel and property of the utility, to the extent that the utility would have been protected had CG complied with the insurance provisions of Section 8. The inclusion of this Section 7.6 is not intended to create any expressed or implied right in CG to elect not to provide any such required insurance. 7.7 Notwithstanding the provisions of Section 7.1, Member CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, BVES’ facilities and AEC BVES shall not be liable for any such damage so caused.. (Continued) (N) INTERCONNECTION AND NET ENERGY METERING AGREEMENT FOR RESIDENTIAL CUSTOMERS OR SMALL COMMERCIAL CUSTOMERS OF A SOLAR, WIND OR HYBRID OF BOTH GENERATING (Continued) Page 8 of 10

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend9.1 SELLER agrees to indemnify, defend (at ANAHEIM’s option) and hold harmlessharmless ANAHEIM, and indemnify the other Party and the directorsits officers, officersagents, employees, representatives, and agents of the other Party volunteers from and against and from any and all lossthird-party claims, demands, defense costs, actions, liability, damage, claim, cost, charge, demand, or expense (including damages of any direct, indirect kind or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, nature arising out of or in connection with (a) the SELLER’s engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesFacilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding Facilities (collectively, “Claims”), except to the active or passive negligence extent such Claims arise out of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconductmisconduct of ANAHEIM. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 9.2 The provisions of this Section 9 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policypolicy and shall survive the termination of this Interconnection Agreement. 7.4 Except as otherwise provided in Section 7.19.3 Notwithstanding any other provision of this Interconnection Agreement, neither ANAHEIM, nor its officers, agents, or employees, shall be liable for damages of any kind or nature to the Facility caused by any electrical disturbance of the ANAHEIM system or on the system of another, whether or not the electrical disturbance results from the negligence of ANAHEIM. 9.4 Each Party’s liability to the other Party for any first-party loss, cost, claim, injury, liability, or expense, including reasonable attorney’s fees, relating to or arising from any act or omission in its performance of this Interconnection Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty toindirect, any standard of care with reference tospecial, consequential, or punitive damages of any liability to any person who is not a Party to itkind whatsoever. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor To the extent allowed by law and subject to funding by the New Mexico Legislature, each party shall defend, hold harmless, and indemnify the other Party and the party, its directors, officers, employees, agents and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the engineering, indemnifying party’s engineering design, construction, maintenance, repair, operation, supervision, inspection, testing, protection ownership or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitorsuch party’s facilities. This indemnity shall apply notwithstanding the works or facilities used in connection with this agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor indemnifying party shall, on the other Partyparty’s request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party party in enforcing this indemnity. 7.3 The provisions . It is the intent of the parties hereto that, where negligence is determined to have been contributory, principles of comparative negligence will be followed and each party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that party’s negligence. Nothing in this Section agreement shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or to any liability to any person who is not a Party party to it. 7.6 Notwithstanding the provisions of Section 7.1this agreement. Neither Utility, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.claims, demands, costs, losses, causes of action, or any other liability of any nature or kind arising out of the engineering, design, construction, ownership, maintenance or operation of, or making of replacements, additions or betterment to, Customer’s QF by Customer or any other person or entity. Neither Utility, its officers, agents or employees shall be liable for damages to the electrical generating equipment caused by an electric disturbance on the Utility system or on the system of another, whether or not the electric disturbance results from the

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Cooperative and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Cooperative, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Cooperative and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that,where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Cooperative, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directorsParty, its officers, employeesagents, and agents of the other Party employees against and from any and all loss, damage, expense, and liability, damageincluding attorney’s fees and costs, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) to third persons for injury to or death to persons, including employees of either Party, and damage person or injury to property, including property proximately caused by the indemnifying Party’s construction, ownership, operation, or maintenance of, or by failure of, any of either such Party, arising out of or ’s works on facilities used in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilitiesthis Agreement. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 . Nothing in this Agreement shall be construed to create any duty to, to any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member this Agreement. The Owner shall be responsible for protecting required to procure and maintain, at its Generating Facility from damage sole expense, insurance covering liability or loss of any type or kind whatsoever resulting in any way from, in connection with, or arising out of performance of this Agreement by reason the Owner while this Agreement is in effect. All policies of insurance procured to comply with this Agreement shall include clauses, amendments, or endorsements that provide that the insurer and the Owner waive any rights to recover against LES, its directors, officers, and employees under subrogation or any other theory. The Owner also agrees that all policies of insurance procured under this Agreement and all liability policies of any subcontractor performing operations or work under this Agreement on behalf of the electrical disturbances or faults caused by the operationOwner will be endorsed to provide that LES, faulty operationits directors, or non-operation of AEC’s facilitiesofficers, and AEC employees shall not be liable for any such damage so caused.additional insureds. At the time of execution of this Agreement, the Owner will provide a certificate of insurance to LES, in a form acceptable to LES, evidencing that satisfactory insurance coverage of the type and limits required herein has been procured. The Owner shall maintain the following insurance during term of this Agreement at the limits specified below:‌‌‌

Indemnity and Liability. 7.1 Each Party as indemnitor 8.1 Customer shall defend, hold harmlessindemnify, and indemnify hold harmless the other Party Port’s elected or appointed officials, directors, and/or officers, its employees, representatives, and agents (individually and collectively hereinafter “Port Indemnitees”), from and against any and all liabilities, claims, actions, causes of action, suits, proceedings, demands, losses, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and costs (collectively “Claims”), which the directorsPort Indemnitees may suffer or incur or to which the Port Indemnitees may be subject by reason of or arising out of by the negligent or willful acts or omissions of Customer, or any of its respective agents, officers, directors, employees, and agents of the other Party against and from any and all lossconsultants or subcontractors, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or committed in connection with (a) any act or omission in the engineering, design, construction, destruction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesGenerating Facility, (b) any act or omission in the replacement, addition, betterment, reconstruction, removal, or destruction, of or to the Generating Facility, or (bc) the making Generating Facility. The foregoing notwithstanding, the provisions of replacements, additions, betterments to, or reconstruction this paragraph shall not apply to Claims occurring as a result of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconductmisconduct proven to have been caused by the Port Indemnitees. 7.2 8.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 8.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 8.4 Except as otherwise provided in Section 7.18.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 8.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 8.6 Notwithstanding the provisions of Section 7.18.1, Member Customer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AECthe Port’s facilities, facilities and AEC the Port shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with: (a) the The engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s 's facilities, or or (b) the The making of replacements, additions, betterments to, or reconstruction of the indemnitor’s 's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 If CG fails to comply with the insurance provisions of this Agreement, CG shall, at its own cost, defend, save harmless and indemnify GSWC, its directors, officers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney's fees and other costs of litigation) resulting from the death or injury to any person or damage to any property, including the personnel and property of the utility, to the extent that the utility would have been protected had CG complied with the insurance provisions of Section 8. The inclusion of this Section 7.6 is not intended to create any expressed or implied right in CG to elect not to provide any such required insurance. 7.7 Notwithstanding the provisions of Section 7.1, Member CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, BVES’ facilities and AEC BVES shall not be liable for any such damage so caused.. (Continued) (N) INTERCONNECTION AND NET ENERGY METERING AGREEMENT FOR LARGE COMMERCIAL CUSTOMERS OF A SOLAR, WIND OR HYBRID OF BOTH GENERATING FACILITY HAVING A CAPACITY OF 30 KW TO 1,000 KW (Continued) Page 8 of 10

Indemnity and Liability. 7.1 Each Party as indemnitor shall defendThe es at all times against all liabilities, hold harmlesscosts (including legal costs on an indemnity basis), expenses, damages and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (losses including any direct, indirect or consequential losslosses, liabilityloss of profit, damageloss of reputation and all interest, claim, cost, charge, demandpenalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party as a Disclosing Party and/or its Affiliates arising from any breach of this agreement by the aforementioned Recipient party and from the actio
Recipient of the Confidential Information shall indemnify and keep fully indemnified the other Party as a Disclosing Party and its Affiliates or omissions of any employee of the Recipient party receiving Confidential Information. Nothing in this Agreement shall: (a) limit or exclude the Receiving’s liability for: (i) death or personal injury caused by its negligence, or expensethe negligence of its personnel, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; or (iii) any liability which cannot be limited or excluded by applicable law; or (b) limit or exclude the Parties’ liability under this Agreement, or for breach of its confidentiality obligations under this Agreement. Subject to this Agreement: (a) neither party to this Agreement shall have any liability to the other party, whether in contract, tort (including attorneys’ fees) negligence), breach of statutory duty, or otherwise, for injury any indirect or death to persons, including employees of either Party, and damage to property, including property of either Party, consequential loss arising out of under or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or this Agreement; and (b) the making Parties’ total liability, whether in contract, tort (including negligence), breach of replacements, additions, betterments tostatutory duty, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active otherwise, arising under or passive negligence of the indemnitee. However, neither Party in connection with this Agreement shall be indemnified hereunder limited to [COMPLETE - e.g: limited to the Services paid under this Agreement.] TERM AND TERMINATION Notwithstanding the earlier termination of this agreement pursuant to Clause 6.2 below, each party's obligations under this agreement shall continue in full force and effect for its loss, liability, damage, claim, cost, charge, demand, or expense resulting a period of 2 years from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the date of this agreement (the “Term”). [COUNTERPARTY COMPANY NAME] may terminate this agreement upon [COMPLETE] days’ notice to the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions party. Upon receipt of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims such notice in accordance with clause 10 the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party agreement shall be liable terminated. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this agreement. [YOUR COMPANY NAME] may terminate this agreement upon [COMPLETE] days’ notice to the other Party for consequential damages incurred by that Party. 7.5 Nothing party. Upon receipt of such notice in this Agreement shall create any duty to, any standard of care accordance with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding clause 10 the provisions of Section 7.1, Member agreement shall be responsible terminated. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for protecting its Generating Facility a period of two (2) years from damage by reason the termination of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation this agreement. Termination of AEC’s facilities, and AEC this agreement shall not be liable for affect any such damage so causedaccrued rights or remedies to which either party is entitled.

Indemnity and Liability. 7.1 Each 6.1 Unless caused by the sole negligence or intentional wrongdoing of the other Party, each Party as indemnitor to this Agreement shall at all times assume all liability for, and shall defend, hold harmless, and indemnify the other Party and the its directors, officers, employees, and agents of the other Party against and from from, any and all lossdamages, liabilitylosses, damageclaims, claimdemands, costsuits, chargerecoveries, demandcosts, or expense legal fees, and expenses: (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ feesa) for injury to or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of any person or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiespersons whomsoever occurring on its own system, or (b) the making for any loss, destruction of replacementsor damage to any property of third persons, additionsfirms, betterments tocorporations or other entities occurring on its own system, including environmental harm or damage, or reconstruction (c) arising out of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. Howeverresulting from, neither Party shall be indemnified hereunder for either directly or indirectly, its loss, liability, damage, claim, cost, charge, demandown Interconnection Facilities, or expense (d) arising out of or resulting from its sole negligence from, either directly or willful misconduct. 7.2 The indemnitor shallindirectly, on the any electric energy furnished to it hereunder after such energy has been delivered to it by such other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 . The provisions of this Section shall survive termination or expiration of this Agreement. 6.2 The provisions of this Section 6 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided 6.3 Notwithstanding anything in Section 7.1this Section, neither or any other provision of this Agreement to the contrary, any liability of a Party to the other Party shall be limited to direct actual damages, and all other damages at law or in equity are hereby waived. Under no circumstances shall a Party be liable to the other Party Party, whether in tort, contract or other basis in law or equity for any special, indirect, punitive, exemplary or consequential damages incurred by that Party. 7.5 Nothing damages, including lost profits. The indemnification obligations and limits on liability in this Agreement Section shall create any duty tocontinue in full force and effect notwithstanding the expiration or termination of this Agreement, any standard of care with reference to, or any liability respect to any person who is not a Party event or condition giving rise to itan indemnification obligation that occurred prior to such expiration or termination. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directorsParty, its officers, employeesagents, and agents of the other Party employees against and from any and all loss, damage, expense, and liability, damageincluding attorney’s fees and costs, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) to third persons for injury to or death to persons, including employees of either Party, and damage person or injury to property, including property proximately caused by the indemnifying Party’s construction, ownership, operation, or maintenance of, or by failure of, any of either such Party, arising out of or ’s works on facilities used in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilitiesthis Agreement. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 . Nothing in this Agreement shall be construed to create any duty to, to any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. The Owner of the provisions of Section 7.1, Member Facility shall be responsible for protecting required to procure and maintain, at its Generating Facility from damage sole expense, insurance covering liability or loss of any type or kind whatsoever resulting in any way from, in connection with, or arising out of performance of this Agreement by reason the Owner while this Agreement is in effect. All policies of insurance procured to comply with this Agreement shall include clauses, amendments, or endorsements that provide that the insurer and the Owner waive any rights to recover against LES, its directors, officers, and employees under subrogation or any other theory. The Owner also agrees that all policies of insurance procured under this Agreement and all liability policies of any subcontractor performing operations or work under this Agreement on behalf of Owner, will be endorsed to provide that LES, its directors, officers, and employees shall be additional insureds. At the time of execution of this Agreement, the Owner will provide a certificate of insurance to LES, in a form acceptable to LES, evidencing that satisfactory insurance coverage of the electrical disturbances or faults caused by type and limits required herein has been procured. The Owner shall maintain the operation, faulty operation, or non-operation following insurance during term of AEC’s facilities, and AEC shall not be liable for any such damage so caused.this Agreement at the limits specified below:‌‌‌

Indemnity and Liability. 7.1 Each Party as indemnitor 9.1. Subject to all limitations contained in applicable state law, including the New Mexico Tort Claims Act, each party shall defend, hold harmless, and indemnify the other Party and the party, its directors, officers, employees, agents and agents of the other Party employees against and from any and all loss, liabilitydamages expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering design, damage, claim, cost, charge, demandconstruction ownership or operations of, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments additions or betterment to, by failure of, any of such party's works or reconstruction facilities used in connection with this agreement by reason of the indemnitor’s facilities. This indemnity shall apply notwithstanding the omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor indemnifying party shall, on the other Party’s party's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party party in enforcing this indemnity. It is the intent of the parties hereto that, where negligence is determined to have been contributory, principles of comparative negligence will be followed and each party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that party's negligence. 7.3 The provisions of 9.2. Nothing in this Section agreement shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, to any standard of care with reference to, to or any liability to any person who is not a Party party to it. 7.6 Notwithstanding the provisions of Section 7.1this agreement. Neither Utility, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design construction, ownership, maintenance or operation of, or making of replacements, additions or improvements to, customer's facilities by customer or any other person or entity. 9.3. Neither Utility, its officers, agents or employees shall be liable for damages to the electrical generating equipment caused by an electrical disturbance on the Utility system or on the system of another, whether or not the electrical disturbance results from the negligence of Utility.

Indemnity and Liability. 7.1 18.1 Each Party as indemnitor shall defend, hold harmless, save harmless and indemnify the other Party and the directors, officers, employees, and agents of the other such Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect indirect, or consequential loss, liability, damage, claim, cost, 39 charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, property including property of either Party, Party arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments to, or reconstruction of of, the indemnitor’s 's facilities; provided, however, Seller's duty to indemnify PG&E hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand, or expense resulting from interruptions in electrical service to PG&E's customers other than Seller or electric customers of Seller. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, demand or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall18.2 Notwithstanding the indemnity of Section 18.1 and except for a Party's willful misconduct or sole negligence, on the other Party’s request, defend any suit asserting a claim covered by this indemnity each Party shall be responsible for damage to its facilities resulting from electrical disturbances or faults. 18.3 Seller releases and shall pay for defend, save harmless and indemnify PG&E from any and all costsloss, including reasonable attorney fees that may be incurred liability, damage, claim, cost, charge, demand or expense arising out of or 40 in connection with any representation made by the other Party in enforcing this indemnitySeller inconsistent with Section 9.1. 7.3 18.4 The provisions of this Section 18 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 18.5 Except as otherwise provided in Section 7.118.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care 18.6 If Seller fails to comply with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.119, Member shall be responsible for protecting Seller shall, at its Generating Facility own cost, defend, save harmless and indemnify PG&E, its directors, officers, employees, and agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including attorneys' fees and other costs of litigation), resulting from injury or death to any person or damage by reason to any property, including the personnel or property of PG&E, to the extent that PG&E would have been protected had Seller complied with all of the electrical disturbances provisions of Section 19. The inclusion of this Section 18.6 is not intended to create any express or faults caused by implied right in Seller to elect not to provide the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedinsurance required under Section 19.

Indemnity and Liability. 7.1 Each Party By moving into the Leased Premises, Tenant acknowledges that the premises are received by it in a good state of repair, accepts the premises as indemnitor shall defendsuitable for the purposes for which same are leased, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from waives any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death defects of the premises and assumes all risk of damage to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilitiesTenant's business. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC Landlord shall not be liable for any injury to person, damage to property or to Tenant's business arising from any acts or omissions of Landlord or from any cause whatsoever except Landlord's gross negligence or willful wrong. Tenant will indemnify and hold Landlord harmless from all suits, actions, damages, liability and expense in condition with loss of life, bodily or personal injury damage arising from any occurrence upon the Leased Premises, from use or occupancy by Tenant of the Leased Premises, and from any acts or omissions of Tenant, its agents, contractors, employees or invitees. In addition, if Landlord should, without fault on its part, be made a party to any action by or against Tenant, Tenant shall pay all costs, expense and reasonable attorney's fees of Landlord. Notwithstanding anything to the contrary hereinbefore, each party shall indemnify and hold harmless the other from any liability, losses, damages, claims, suits or actions, judgments and expenses (including reasonable attorneys fees) which may arise or grow out of injury to or death of any person or damage to any property caused by the negligence or misconduct of such damage so causedparty, its agents, employees or contractors. In case either party shall, without fault on its part, be made a party to any litigation commenced by or against such party for which it is to be indemnified hereunder, then the other party shall protect and hold harmless and pay all costs, penalties, charges, damages, expenses, and reasonable attorneys fees incurred or paid by the party indemnified hereunder.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Company and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Company, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 10.1. Each Party as indemnitor shall defend, hold harmless, save harmless and indemnify the other Party and the directors, officers, employees, employees and agents of the such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect indirect, or consequential loss, liability, damage, claim, cost, charge, demand, demand or expense, including attorneys’ ' fees) for injury or death to persons, persons including employees of either Party, Party and damage to property, property including property of either Party, Party arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments to, or reconstruction of of, the indemnitor’s 's facilities; provided, however, Customer-Generator's duty to indemnify District hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand or expense resulting from interruptions in electrical service to District's customers other than Customer-Generator. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, demand or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall10.2. Notwithstanding the indemnity of Section 10.1, on the other and except for a Party’s request's willful misconduct or sole negligence, defend any suit asserting a claim covered by this indemnity and each Party shall pay be responsible for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnitydamage to its facilities resulting from electrical disturbances or faults. 7.3 10.3. The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 10.4. Except as otherwise provided in Section 7.110.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing 10.5. If Customer-Generator fails to comply with the insurance provisions of this Agreement, if any, Customer-Generator shall, at its own cost, defend, save harmless and indemnify District, its directors, officers, employees, agents, assignees and successors in this Agreement shall create interest from and against any duty toand all loss, liability, damage, claim, cost, charge, demand or expense of any standard kind or nature (including attorney's fees and other costs of care with reference to, litigation) resulting from the death or any liability injury to any person who or damage to any property, including the personnel and property of District, to the extent that District would have been protected had Customer-Generator complied with all such insurance provisions. The inclusion of this Section 10.5 is not a Party intended to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances create any express or faults caused by the operation, faulty operation, or nonimplied right in Customer-operation of AEC’s facilities, and AEC shall Generator to elect not be liable for to provide any such damage so causedrequired insurance.

Indemnity and Liability. 7.1 6.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s 's facilities, or (Continued) (N) (Continued) Page 11 (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s 's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 6.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 6.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 6.4 Except as otherwise provided in Section 7.16.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 6.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 6.6 If Producer fails to comply with the insurance provisions of this Agreement, Producer shall, at its own cost, defend, save harmless and indemnify SCWC, its directors, officers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney's fees and other costs of litigation) resulting from the death or injury to any person or damage to any property, including the personnel and property of the utility, to the extent that the utility would have been protected had Producer complied with the insurance provisions of Section 7. The inclusion of this Section 6.6 is not intended to create any expressed or implied right in Producer to elect not to provide any such required insurance. 6.7 Notwithstanding the provisions of Section 7.16.1, Member Producer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-non- operation of AEC’s BVE's facilities, and AEC BVE shall not be liable for any such damage so caused.. (Continued) (N) (Continued) Page 12

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend8.1 To the fullest extent permitted by law, PRODUCER agrees to indemnify, defend (at ANAHEIM’s option) and hold harmlessharmless ANAHEIM, and indemnify the other Party and the directorsits officers, officersagents, employees, representatives, volunteers, elected and agents of the other Party appointed officials from and against and from any and all lossthird-party claims, demands, defense costs, actions, liability, damage, claim, cost, charge, demand, or expense (including damages of any direct, indirect kind or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, nature arising out of or in connection with (a) the PRODUCER’s engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection protection, lease, or ownership of the indemnitor’s facilitiesFacility, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding Facility (collectively, “Claims”), except to the active or passive negligence extent such Claims arise out of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconductmisconduct of ANAHEIM. 7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 8.2 The provisions of this Section 8 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policypolicy and shall survive the termination of this Interconnection Agreement. 7.4 Except as otherwise provided in Section 7.18.3 Notwithstanding any other provision of this Interconnection Agreement, neither ANAHEIM nor its elected or appointed officials, officers, agents, or employees, shall be liable for damages of any kind or nature to the Facility caused by any electrical disturbance, by whatever name called, of the ANAHEIM system or on the system of another, whether or not the electrical disturbance results from the negligence of ANAHEIM. 8.4 Each Party’s liability to the other Party for any first-party loss, cost, claim, injury, liability, or expense, including reasonable attorneys’ fees, relating to or arising from any act or omission in its performance of this Interconnection Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for consequential any indirect, special, consequential, or punitive damages incurred by that Partyof any kind whatsoever. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the 8.5 The provisions of this Section 7.1, Member 8 shall be responsible for protecting its Generating Facility from damage by reason survive the expiration or termination of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedthis Interconnection Agreement.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, managers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with: (a) the The engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s 's facilities, or or (b) the The making of replacements, additions, betterments to, or reconstruction of the indemnitor’s 's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 If CG fails to comply with the insurance provisions of this Agreement, CG shall, at its own cost, defend, save harmless and indemnify AWR, BVES, its directors, officers, managers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney's fees and other costs of litigation) resulting from the death or injury to any person or damage to any property, including the personnel and property of the utility, to the extent that the utility would have been protected had CG complied with the insurance provisions of Section 8. The inclusion of this Section 7.6 is not intended to create any expressed or implied right in CG to elect not to provide any such required insurance. 7.7 Notwithstanding the provisions of Section 7.1, Member CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, BVES’ facilities and AEC BVES shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, managers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ ' fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with with: (a) the The engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s 's facilities, or or (b) the The making of replacements, additions, betterments to, or reconstruction of the indemnitor’s 's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 If CG fails to comply with the insurance provisions of this Agreement, CG shall, at its own cost, defend, save harmless and indemnify GSWC, BVES, its directors, officers, managers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney's fees and other costs of litigation) resulting from the death or injury to any person or damage to any property, including the personnel and property of the utility, to the extent that the utility would have been protected had CG complied with the insurance provisions of Section 8. The inclusion of this Section 7.6 is not intended to create any expressed or implied right in CG to elect not to provide any such required insurance. 7.7 Notwithstanding the provisions of Section 7.1, Member CG shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, BVES’ facilities and AEC BVES shall not be liable for any such damage so caused.

Indemnity and Liability. 7.1 11.1. Each Party as indemnitor shall defend, hold harmless, save harmless and indemnify the other Party and the directors, officers, employees, employees and agents of the such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect indirect, or consequential loss, liability, damage, claim, cost, charge, demand, demand or expense, including attorneys’ ' fees) for injury or death to persons, persons including employees of either Party, Party and damage to property, property including property of either Party, Party arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilitiesof, or (b) the making of replacements, additions, betterments to, or reconstruction of of, the indemnitor’s 's facilities; provided, however, Customer-Generator's duty to indemnify District hereunder shall not extend to loss, liability, damage, claim, cost, charge, demand or expense resulting from interruptions in electrical service to District's customers other than Customer-Generator. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, demand or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall11.2. Notwithstanding the indemnity of Section 10.1, on the other and except for a Party’s request's willful misconduct or sole negligence, defend any suit asserting a claim covered by this indemnity and each Party shall pay be responsible for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnitydamage to its facilities resulting from electrical disturbances or faults. 7.3 11.3. The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 7.4 11.4. Except as otherwise provided in Section 7.110.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing 11.5. If Customer-Generator fails to comply with the insurance provisions of this Agreement, if any, Customer-Generator shall, at its own cost, defend, save harmless and indemnify District, its directors, officers, employees, agents, assignees and successors in this Agreement shall create interest from and against any duty toand all loss, liability, damage, claim, cost, charge, demand or expense of any standard kind or nature (including attorney's fees and other costs of care with reference to, litigation) resulting from the death or any liability injury to any person who or damage to any property, including the personnel and property of District, to the extent that District would have been protected had Customer-Generator complied with all such insurance provisions. The inclusion of this Section 10.5 is not a Party intended to it. 7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances create any express or faults caused by the operation, faulty operation, or nonimplied right in Customer-operation of AEC’s facilities, and AEC shall Generator to elect not be liable for to provide any such damage so causedrequired insurance.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Cooperative and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Cooperative, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 Each Party as indemnitor party shall defend, hold harmless, and indemnify the other Party and the party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party’s engineering design, damage, claim, cost, charge, demandconstruction ownership or operations of, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitorsuch party’s facilities. This indemnity shall apply notwithstanding the works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor indemnifying party shall, on the other Partyparty’s request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party party in enforcing this indemnity. 7.3 The provisions . It is the intent of this Section the parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each party shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with bear the provisions proportionate cost of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1loss, neither Party shall be liable damage, expense and liability attributable to that party’s negligence. In the event the Customer is obligated hereunder to indemnify the Cooperative pursuant to the other Party for consequential damages incurred preceding paragraph or otherwise and fails to do so within 60 days following notice given to the Customer by that Party. 7.5 the Cooperative (the “Delinquent Payment”), the Cooperative may set off against any monies or balances currently payable or declared which are or may become due the Customer by the Cooperative the Delinquent Payments, up to the full extent of the monies or balances. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Cooperative, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design construction, ownership, maintenance or operation of, or making replacements, additions or betterment to, the Customer’s facilities by the Customer or any other person or entity.

Indemnity and Liability. 7.1 The following is Applicable to Agreements between the Electric Utility and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the Party, its directors, officers, employeesagents, and agents of the other Party employees against and from any and all loss, liabilitydamages, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) and liability to third persons for injury to or death of persons or injury to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) caused by the indemnifying party's engineering, design, construction, maintenanceownership, repair, operation, supervision, inspection, testing, protection maintenance or ownership of the indemnitor’s facilitiesoperations of, or (b) the making of replacements, additions, betterments additions or betterment to, or reconstruction by failure of, any of the indemnitor’s facilities. This indemnity shall apply notwithstanding the such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive negligence of the indemniteepassive. However, neither The indemnifying Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party’s 's request, defend any suit asserting a claim covered by this indemnity and indemnity. The indemnifying Party shall pay for all costs, including reasonable attorney fees costs that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions . It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this Section paragraph shall not be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to relieve waive the sovereign immunity of the State of Arkansas or any insurer of its obligations to pay any insurance entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims in accordance with against the provisions of any valid insurance policy. 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, to or any liability to any person who is not a Party to it. 7.6 Notwithstanding this Agreement. Neither the provisions of Section 7.1Electric Utility, Member its officers, agents or employees shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so causedclaims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.