Common use of Insurance Indemnification Clause in Contracts

Insurance Indemnification. Regardless if Seller is in possession of Buyer’s property, Seller will maintain adequate levels of insurance; Comprehensive General Liability and adequate Comprehensive Automobile Liability insurance covering legal liability of Seller and the subcontractor(s), on account of accidents arising out of the operations of Seller or the subcontractor(s) and resulting in bodily injury, including death, being sustained by any person or persons, or in any damage to property, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller and such other parties shall observe all plant safety and export status regulations. Seller shall defend, indemnify, and hold Buyer harmless from all claims, actions, demands, loss and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their directors, officers, employees and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards and damages of any kind and nature whatsoever, expenses, costs of litigation and counsel fees related thereto or incident to establishing the right to indemnification, arising out of or in any way related to this Order or Agreement, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Seller, or any of their respective employees (collectively for the purposes of this paragraph, the “Seller Parties”). In no event shall Seller’s obligations hereunder be limited to the extent of any insurance available to or provided by Seller or any subcontractor thereof.

Insurance Indemnification. Regardless if Seller is (a) In the event that Seller, its employees, agents, or subcontractors enter the site(s) of Buyer or its customers for any reason in possession of Buyer’s property, Seller will maintain adequate levels of insurance; Comprehensive General Liability and adequate Comprehensive Automobile Liability insurance covering legal liability of connection with this Contract then Seller and the subcontractor(s)its subcontractors shall procure and maintain worker’s compensation, on account of accidents arising out of the operations of Seller or the subcontractor(s) comprehensive general liability, bodily injury and resulting property damage insurance in bodily injuryreasonable amounts, including death, being sustained by any person or persons, or in any damage to property, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller and such other parties insurance as Buyer may require. In addition, Seller and its subcontractors shall observe comply with all plant safety and export status regulationssite requirements. Seller shall defend, indemnify, and hold Buyer harmless from all claims, actions, demands, loss and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their directors, officers, employees employees, and agents from and against all actionsany losses, costs, claims, causes of action, damages, liabilities, claimsand expenses, suitsincluding attorneys’ fees, judgmentsall expenses of litigation and/or settlement, liensand court costs, awards and damages by reason of property damage or loss or personal injury to any person caused in whole or in part by the actions or omissions of Seller, its officers, employees, agents, suppliers, or subcontractors. Seller shall provide Buyer thirty (30) days advance written notice prior to the effective date of any kind cancellation or change in the term or coverage of any of Seller’s required insurance. If requested, Seller shall send a “Certificate of Insurance” showing Seller’s compliance with these requirements. Seller shall name Xxxxx as an additional insured for the duration of this Contract. Insurance maintained pursuant to this clause shall be considered primary as respects the interest of Xxxxx and nature whatsoeveris not contributory with any insurance which Buyer may carry. “Subcontractor” as used in this clause shall include Seller’s subcontractors at any tier. (b) Seller shall without limitation as to time indemnify and save Buyer harmless from all claims which may be asserted against property covered hereunder, expenses, costs of litigation including without limitation mechanic’s liens or claims arising under Worker’s compensation or Occupational Disease laws and counsel fees related thereto from all claims from injury to persons or incident to establishing the right to indemnification, property arising out of or in any way related to this Order such property unless the same are caused solely and directly by Buyer negligence. (c) Seller will indemnify and hold Buyer and its directors, officers and employees (“representatives”) harmless (and defend Buyer and its representatives if it requests) as to any claims, liabilities, losses, damages and expenses (including, without limitation, actual attorneys’ fees and other legal expenses) brought against or Agreement, the performance thereof incurred by Seller, Buyer or its representatives because of any subcontractor thereof or other third parties within the control or acting at the direction breach by Seller of Sellerany of its warranties to, or agreements with, Buyer or any of their respective employees (collectively for death, injury or damage to any person or property alleged to have been caused by the purposes of this paragraph, the “Seller Parties”). In no event shall components or Seller’s obligations hereunder manufacture of the components. (d) Seller warrants materials furnished pursuant to this Contract shall be limited to the extent of any insurance available to or provided by Seller or any subcontractor thereoffree from asbestos containing materials.

Insurance Indemnification. Regardless if Seller Attention is called to the necessity for insurance covering all risks (including but not limited to liability, fire, and theft damage) on your exhibit from the place of shipment to the exhibition facility and return, including the period during which the materials remain in possession of Buyerthe Exposition. Exhibitor acknowledges that Management, The Venue, appointed Service Providers, agents or employees do not maintain insurance covering Exhibitor’s property. It is the sole responsibility of Exhibitor to obtain business interruption, Seller will maintain adequate levels of insurance; Comprehensive General Liability property damage and adequate Comprehensive Automobile Liability other insurance covering legal such losses as Exhibitor may incur, and assume no responsibility for the safety of the properties of the Exhibitor, Exhibitor’s officers, agents or employees from theft, damage by fire, accident or any other cause whatsoever. The exhibit facility is a public building. Exhibitors are cautioned to take valuable items to their rooms or otherwise assure their safety when they are not in attendance at their exhibit booths and to exercise caution during the exhibit hours. Security service is provided always when the exhibit hall is not open on show days, but the furnishing of such security shall not be deemed to increase the liability of Seller Management, the venue in which the exhibit facility is located, their officers, agents or employees, nor to modify in any way the assumption of risk and release provided for above. Management shall not be responsible for the subcontractor(s)conduct of contractors or their employees and assume no responsibility for failure to perform by contractors, on account of accidents arising out of the operations of Seller their charges, or any other matter relating to contractors or the subcontractor(s) exhibit facility. Exhibitor expressly agrees to save and resulting in bodily injuryhold harmless Management, including deathVenue, being sustained by any person or personsService Providers, or in any damage to propertytechnical management their officers, agents, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller members and such other parties shall observe employees from any and all plant safety and export status regulations. Seller shall defend, indemnify, and hold Buyer harmless liability resulting from all claims, actions, demands, loss and causes of action, arising from injury, including death, injuries to any person or damage for damages to any property, when such injury or damage results in whole loss of property owned or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused controlled by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless BuyerExhibitor, its subsidiaries, and their directors, officersagents, employees and agents attendees, person and or properties in connection with the Exhibitor’s use and occupancy of the exhibit space or participation in the Exposition, and from any claim or liability which may arise as a result of copyright and against all actions, causes trademark laws and regulations which may apply to Exhibitor’s use and occupancy of action, liabilities, claims, suits, judgments, liens, awards and damages of any kind and nature whatsoever, expenses, costs of litigation and counsel fees related thereto the exhibit space or incident to establishing participation in the right to indemnification, arising out of or in any way related to this Order or Agreement, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Seller, or any of their respective employees (collectively for the purposes of this paragraph, the “Seller Parties”). In no event shall Seller’s obligations hereunder be limited to the extent of any insurance available to or provided by Seller or any subcontractor thereofExposition.

Insurance Indemnification. Regardless if Seller is Tenant, at its sole cost and expense, will procure and keep in possession effect during the Term personal liability and property damage insurance on an occurrence basis (and not on a "claims made" basis) for the benefit of Buyer’s propertyLandlord in the sum of One Million and no/100 ($1,000,000.00) Dollars for damages resulting to one person and One Million and no/100 ($1,000,000.00) Dollars for damages resulting from one casualty, Seller will maintain adequate levels and Two Million and no/100 ($2,000,000.00) Dollars property damage insurance resulting from any one occurrence. The policies shall be written by insurance companies or carriers licensed to do business in the State of Michigan which are reasonably acceptable to Landlord. Tenant shall deliver said policies to Landlord and upon Tenant's failure to do so Landlord may at its option obtain such insurance and charge the same to Tenant as additional Rent as provided in Paragraph 6; but the failure on the part of Landlord to place such insurance does not release Tenant for any liability. Tenant agrees, at its sole cost and expense, during the entire Term, to procure, pay, and keep in full force and effect business interruption insurance and all risk property insurance; Comprehensive General Liability , insuring against loss of income and adequate Comprehensive Automobile Liability insurance covering legal liability of Seller Tenant's personal property (and the subcontractor(s)property of its customers, if applicable) located on account or in the Premises. Tenant hereby releases and discharges Landlord and its members, officers, shareholders, partners, agents, employees, and representatives from any liability whatsoever arising from the interruption of accidents arising out Tenant's business or loss, damage, or injury to Tenant's property or to the property of others in or on the operations of Seller Premises, Building, or the subcontractor(s) and resulting in bodily injuryProperty from any cause whatsoever, including death, being sustained by any person fire or persons, or in any damage other casualty. Tenant agrees to property, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller and such other parties shall observe all plant safety and export status regulations. Seller shall defend, indemnify, indemnify and hold Buyer harmless Landlord from and against any and all claims, actions, demands, loss and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their directors, officers, employees and agents from and against all actions, causes of actiondamages, liabilities, claimscosts and expenses in connection with all losses, suitsincluding loss of life, judgmentspersonal injury and/or property damage from any cause whatsoever arising or occurring on or about the Property, liens, awards and damages of any kind and nature whatsoever, expenses, costs of litigation and counsel fees related thereto Building or incident to establishing the right to indemnification, Premises arising out of or attributable to Tenant's use of the Property, Building or Premises. Landlord and Tenant hereby release and discharge each other and any officer, directors, shareholder, partner, member, or employee of each other of and from any liability whatsoever arising from loss, damage, or injury to property caused by fire or other casualty (irrespective of the cause of such fire or casualty and irrespective of whether or not insurance coverage is in effect) upon the expressed proviso that if at any way related time their respective insurers shall refuse to permit waivers of subrogation, Landlord or Tenant may in each instance revoke this Order or Agreementwaiver of subrogation effective thirty (30) days from the date of notice to the other, unless within such thirty (30) days period, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction is able to secure and furnish without additional expense insurance in other companies with such waiver of Sellersubrogation, or any of their respective employees (collectively for if such waiver can be obtained at additional expense, if the purposes of this paragraph, the “Seller Parties”)other agrees to pay such additional expense. In no event The foregoing release shall Seller’s obligations hereunder not be limited deemed to the extent of any insurance available to or provided by Seller or any subcontractor thereofimpair Landlord's rights under Paragraph 39 below.

Insurance Indemnification. Regardless if Seller is A. As a condition precedent, and an ongoing obligation throughout the term of this Agreement, Producer shall, prior to contemporaneously with execution of this Agreement, provide Convelo with certificates of insurance demonstrating the existence of errors and omissions coverage provided by an insurer rated "A-" or better by X.X. Xxxx with limits of liability of not less than $1,000,000 per claim and in possession the aggregate. B. At renewal of Buyer’s propertysuch policies, Seller will maintain adequate levels Producer shall provide Convelo with updated certificates of insurance; Comprehensive General Liability . C. Regarding any such policy, Producer shall, within the same time frame afforded to the insureds under the relevant policies, notify Convelo in the event of any: 1. claim(s) that materially impact the amount of coverage available to another claimant under such policy; 2. cancellation, non-renewal, or reduction of insurance coverage. D. Producer shall be solely responsible to pay any and adequate Comprehensive Automobile Liability insurance covering legal all deductibles and self-insured retentions that its errors and omissions’ liability of Seller and employee dishonesty carrier may apply. E. Producer agrees to defend and indemnify Convelo, its parents, subsidiaries, affiliates, successors, and assigns, and the subcontractor(sshareholders, directors, officers, agents, and employees of any of them (collectively, “Convelo Indemnitees”), on account against and regarding any and all claims (not including covered claims made under any policy properly issued in accordance with this Agreement), demands, actions, proceedings, liability, losses, damages (except consequential damages), judgments, costs and expenses, including, without limitation, attorney’s fees, disbursements, court costs, and punitive, exemplary, or compensatory damages, suffered, made or instituted against, or incurred by, Convelo Indemnitees, or any of accidents arising them, and that directly, or indirectly, arises out of, or relates to Producer’s, or Producer’s employees’ or representatives’: 1. negligence in discharging his/hers/its obligations to Convelo, policyholders or insureds; 2. failure to perform any of his/hers/its obligations under, or relating to, this Agreement. F. Xxxxxxx agrees to defend and indemnify Producer, its parents, subsidiaries, affiliates, successors, and assigns, and the shareholders, directors, officers, agents, and employees of any of them (collectively, “Producer Indemnitees”), against and regarding any and all claims (not including covered claims made under any policy properly issued in accordance with this Agreement), demands, actions, proceedings, liability, losses, damages (except consequential damages), judgments, costs and expenses, including, without limitation, attorney’s fees, disbursements, court costs, and punitive, exemplary, or compensatory damages, suffered, made or instituted against, or incurred by, Producer Indemnitees, or any of them, and that directly, or indirectly, arises out of, or relates to Producer’s, or Producer’s employees’ or representatives’: 1. negligence in discharging his/hers/its obligations to Producer, policyholders or insureds; or 2. failure to perform any of his/hers/its obligations under, or relating to, this Agreement. G. Either party that intends to claim their right to indemnification hereunder shall promptly notify the other party when it receives notice of the operations commencement of Seller any action or the subcontractor(s) and resulting in bodily injuryproceeding related to such claim or alleged liability, including death, being sustained by any person or persons, or in any damage to property, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller and such other parties party shall observe all plant safety be entitled to participate in such action with counsel satisfactory to both parties. H. Producer shall be fully responsible for the conduct and export status regulations. Seller shall defend, indemnifyperformance of any sub-producers of Producers, and hold Buyer harmless from all claims, actions, demands, loss and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless BuyerConvelo against any loss, its subsidiariesclaim, and their directorsexpense, officersdamage, employees and agents from and against all actionsfine, causes of actionpenalty, liabilities, claims, suits, judgments, liens, awards and damages of any kind and nature whatsoever, expenses, costs of litigation and counsel fees related thereto or incident to establishing the right to indemnification, attorney fee arising out of or in any way related to this Order or Agreementact on the part of its sub-producers, including, but not limited to, the performance thereof failure of such sub-producer to maintain the appropriate licenses and certificates. However, nothing in this paragraph shall be construed to allow Producer to appoint or contract with sub-producers except as authorized by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Seller, or any of their respective employees (collectively for the purposes of this paragraph, the “Seller Parties”). In no event shall Seller’s obligations hereunder be limited to the extent of any insurance available to or provided by Seller or any subcontractor thereofXxxxxxx in writing.

Insurance Indemnification. Regardless if Seller is (a) In the event that Seller, its employees, agents, or subcontractors enter the site(s) of Buyer or its customers for any reason in possession of Buyer’s property, Seller will maintain adequate levels of insurance; Comprehensive General Liability and adequate Comprehensive Automobile Liability insurance covering legal liability of connection with this Contract then Seller and the subcontractor(s)its subcontractors shall procure and maintain worker’s compensation, on account of accidents arising out of the operations of Seller or the subcontractor(s) comprehensive general liability, bodily injury and resulting property damage insurance in bodily injuryreasonable amounts, including death, being sustained by any person or persons, or in any damage to property, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller and such other parties insurance as Buyer may require. In addition, Seller and its subcontractors shall observe comply with all plant safety and export status regulationssite requirements. Seller shall defend, indemnify, and hold Buyer harmless from all claims, actions, demands, loss and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their directors, officers, employees employees, and agents from and against all actionsany losses, costs, claims, causes of action, damages, liabilities, claimsand expenses, suitsincluding attorneys’ fees, judgmentsall expenses of litigation and/or settlement, liensand court costs, awards and damages by reason of property damage or loss or personal injury to any person caused in whole or in part by the actions or omissions of Seller, its officers, employees, agents, suppliers, or subcontractors. Seller shall provide Buyer thirty (30) days advance written notice prior to the effective date of any kind cancellation or change in the term or coverage of any of Seller’s required insurance. If requested, Seller shall send a “Certificate of Xxxx xxxxx” showing Seller’s compliance with these requirements. Seller shall name Xxxxx as an additional insured for the duration of this Contract. Insurance maintained pursuant to this clause shall be considered primary as respects the interest of Xxxxx and nature whatsoeveris not contributory with any insurance which Buyer may carry. “Subcontractor” as used in this clause shall include Seller’s subcontractors at any tier. (b) Seller shall without limitation as to time indemnify and save Buyer harmless from all claims which may be asserted against property covered hereunder, expenses, costs of litigation including without limitation mechanic’s liens or claims arising under Worker’s compensation or Occupational Disease laws and counsel fees related thereto from all claims from injury to persons or incident to establishing the right to indemnification, property arising out of or in any way related to this Order such property unless the same are caused solely and directly by Buyer negligence. (c) Seller will indemnify and hold Buyer and its directors, officers and employees (“representatives”) harmless (and defend Buyer and its representatives if it requests) as to any claims, liabilities, losses, damages and expenses (including, without limitation, actual attorneys’ fees and other legal expenses) brought against or Agreement, the performance thereof incurred by Seller, Buyer or its representatives because of any subcontractor thereof or other third parties within the control or acting at the direction breach by Seller of Sellerany of its warranties to, or agreements with, Buyer or any of their respective employees (collectively for death, injury or damage to any person or property alleged to have been caused by the purposes of this paragraph, the “Seller Parties”). In no event shall components or Seller’s obligations hereunder manufacture of the components. (d) Seller warrants materials furnished pursuant to this Contract shall be limited to the extent of any insurance available to or provided by Seller or any subcontractor thereoffree from asbestos containing materials.

Insurance Indemnification. Regardless if Seller is (a) RENTER shall obtain and keep in possession of Buyer’s property, Seller will maintain adequate levels of insurance; Comprehensive full force and effect throughout the Term General Liability and adequate Comprehensive Automobile Liability insurance covering legal liability of Seller and in an amount customary for the subcontractor(s), on account of accidents arising out conduct of the operations business that RENTER proposes to conduct on the premises and as required by the OWNER. RENTER shall provide OWNER with a copy of Seller such policies (or other proof of such coverage acceptable to OWNER) maintained in accordance with this provision prior to the subcontractor(sCommencement Date. RENTER will give the OWNER a written report of any accidents on such premises within three business days. (b) and resulting in bodily injuryNeither RENTER nor any of RENTER's employees, including deathagents, being sustained by contractors, licensees or invitees shall do or permit to be done any person act or personsthing upon the premises, or any portion thereof, which could invalidate or be in conflict with any permit or license or bylaw applicable to the premises or any portion thereof or with any term of any insurance policy naming or maintained by OWNER. (c) Neither OWNER nor any of its servants shall be liable to RENTER, its employees, agents, contractors, invitees, or licensees, for any claims, damages, costs or expense whatsoever arising from any damage to or loss of (by theft by others or otherwise) any property, and will provide Buyer irrespective of the cause of such damage or loss, including, without limitation, any claims, damages, costs or expenses arising from or occasioned by, in whole or in part, the negligence of OWNER or its agents. Without limiting the generality of the foregoing, OWNER shall not be liable in any respect as a Certificate result of Insurance as requested. For Seller’s/Subcontractor performing work any damage or services on Xxxxx’s premisesloss which is occasioned by or arises from, in whole or in part, electrical wiring, plumbing, dampness, water, gas, steam or other pipes, or entering Buyer’s premises: • Seller and such other parties shall observe all plant safety and export status regulations. Seller shall defendsewage, indemnifyor the breaking of any electric wire, and hold Buyer harmless the bursting, leaking or running of water from all any fixture, or which may at any time hereafter be placed therein; or for any claims, actionsdamages, demandscosts or expense occasioned by fire, loss and causes explosion, electricity, smoke, or water, snow or ice being upon or coming through the surface or from any other cause whatsoever. Neither OWNER nor any of actionits servants shall be liable to RENTER, arising its employees, agents, contractors, invitees, or licensees for any claims, damages, costs or expense arising, directly or indirectly, from injuryany accident, including death, injury or damage to any person or property caused, directly or indirectly, by any animal that belongs to or is or should be in the possession or control of RENTER or any of RENTER’s agents, contractors, employees, agents, invitees or licensees. (d) RENTER shall defend, indemnify and save harmless OWNER and their agents and employees from and against any and all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including without limitation, reasonable attorneys' fees and court costs, which may be imposed upon or incurred by or asserted against OWNER and/or their agents by reason of any of the following occurring during the Term or during any time after the expiration of this AGREEMENT when RENTER has possession of or has access to all or any part of the premises: (i) any negligent or otherwise wrongful acts or omission on the part of RENTER or any of RENTER's agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (ii) any accident, injury or damage to any propertyperson or property occurring in, when such injury on or damage results about the Building, caused in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their directors, officers, employees and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards and damages of any kind and nature whatsoever, expenses, costs of litigation and counsel fees related thereto or incident to establishing the right to indemnification, arising out of or in any way related to this Order or Agreement, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Seller, RENTER or any of their respective employees RENTER's employees, agents, contractors, licensees or invitees, or the operation of RENTER's business; (collectively for iii) any failure on the purposes part of RENTER to perform or comply with any covenant, agreement, term, rule, provision, condition or limitation contained in this AGREEMENT on its part to be performed or complied with; and (iv) any accident, injury or damage to any person or property occurring in, on or about the premises, caused by any animal that belongs to or is or should be in the possession or control of RENTER or any of RENTER’s agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees. In case any action or proceeding is brought against OWNER by reason of any such claim, upon written notice from OWNER, RENTER shall at RENTER's expense resist or defend such action or proceeding by counsel approved by OWNER in writing. RENTER shall not enter into any settlement, offset, covenant not to xxx or otherwise settle any action or proceeding without the OWNER's permission. The obligation of RENTER under this Paragraph shall survive the expiration or termination of this paragraph, the “Seller Parties”). In no event shall Seller’s obligations hereunder be limited to the extent of AGREEMENT for any insurance available to or provided by Seller or any subcontractor thereofreason.

Insurance Indemnification. Regardless (a) Seller shall maintain such Public Liability, Property Damage, Employer's Liability, and Compensation Insurance and Motor Vehicle Liability (Personal Injury and Property Damage) Insurance as are specified in this purchase order or if none are specified, such amount as will protect Seller is in possession of Buyer’s property, Seller will maintain adequate levels of insurance; Comprehensive General Liability and adequate Comprehensive Automobile Liability insurance covering legal liability of Seller and the subcontractor(s), on account of accidents arising out of the operations of Seller (or the subcontractor(sits subcontractors) and resulting in bodily injuryBuyer from said risks and from any claims under any applicable Workers' Compensation, including death, being sustained by any person or persons, or in any damage to propertyOccupational Disease, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller Occupational Safety and such other parties shall observe all plant safety and export status regulations. Health statutes. (b) Seller shall defend, indemnify, and hold harmless Buyer harmless from all claims, actions, demands, loss and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their 's directors, officers, employees agents and agents customers from and against all actionsany liability, causes claim of liability, expense, cause of action, liabilitiesloss, claims, suits, judgments, liens, awards and damages of any kind and nature or damage whatsoever, expenses, costs of litigation and counsel including attorney's fees related thereto or incident to establishing the right to indemnification, arising out of or in any way connected with Seller's performance or failure to perform this purchase order, or that of Seller's agents, employees, or subcontractors. (c) Seller shall, without limitation as to time, indemnify and save Buyer and its customer harmless from all claims which may be alleged or asserted against property covered hereunder, including without limitation mechanic's liens or claims arising under Worker's Compensation or Occupational Disease laws and from all claims for injury to persons or property arising out of or related to this Order such property unless the same are caused solely and directly by Buyer's negligence. (d) Seller does hereby irrevocably indemnify and agree to defend any claim or Agreement, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Sellerlitigation, or to pay or reimburse any judgment and all loss and expense costs including reasonable attorney fees) incurred in connection with any claim or litigation which asserts or is based upon any alleged design or manufacturing defect, negligence, failure to warn, or breach of their respective employees warranty related to Seller's product(s) (collectively for the purposes of this paragraphincluding parts and components thereof purchased by Seller from its suppliers) or services, the “Seller Parties”)delivered to Buyer. In no event shall Seller’s obligations hereunder This indemnity will be limited deemed an agreement made in Delaware, to be construed and enforced according to the extent laws of any insurance available to or provided by Seller or any subcontractor thereofthat State.

Insurance Indemnification. Regardless if Seller is in possession of Buyer’s property, Seller (a) Supplier will maintain adequate levels of insurance; Comprehensive General such Public Liability, Property Damage, Employer's Liability and adequate Comprehensive Automobile Compensation Insurance and Motor Vehicle Liability insurance covering legal liability of Seller (Personal Injury and the subcontractor(s), on account of accidents arising out of the operations of Seller Property Damage) Insurance in such amounts as will protect Supplier (or the subcontractor(sits subcontractors) and resulting in bodily injuryQuest from said risks and from any claims under any applicable Workers' Compensation, including death, being sustained by any person or persons, or in any damage to propertyOccupational Disease, and Occupational Safety and Health statutes including the Occupational Safety and Health Act. Supplier will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on XxxxxQuest with certificates evidencing required insurance upon Quest’s premises, or entering Buyer’s premises: • Seller and such other parties shall observe all plant safety and export status regulations. Seller shall request. (b) Supplier will defend, indemnify, and hold Buyer harmless from all claims, actions, demands, loss Quest and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their Quest's directors, officers, employees agents and agents customers from and against all actionsany liability, causes claim of liability, expense, cause of action, liabilitiesloss, claims, suits, judgments, liens, awards and damages of any kind and nature or damage whatsoever, expenses, costs of litigation and counsel including attorney's fees related thereto or incident to establishing the right to indemnification, arising out of or in any way connected with Supplier's performance or failure to perform any Purchase Order or that of Supplier's agents, employees, or subcontractors. (c) Supplier will without limitation as to time indemnify and hold Quest and its customer harmless from all alleged claims which may be asserted against property covered hereunder or under any Purchase Order, including without limitation mechanic's liens or claims arising under worker's compensation or occupational disease laws and from all claims for injury to persons or property arising out of or related to this Order such property unless the same are caused solely and directly by Quest's negligence. (d) Supplier does hereby irrevocably indemnify and agree to defend any claim or Agreement, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Sellerlitigation, or to pay or reimburse any judgment and all loss and expense costs (including reasonable attorney fees) incurred in connection with any claim or litigation which asserts or is based upon any alleged design or manufacturing defect, negligence, failure to warn, or breach of their respective employees warranty related to Supplier's product(s) (collectively for the purposes of this paragraphincluding parts and components thereof purchased by Supplier from its suppliers), the “Seller Parties”)delivered to Quest. In no event shall Seller’s obligations hereunder This indemnity will be limited deemed an agreement made in Idaho, to be construed and enforced according to the extent laws of any insurance available to or provided by Seller or any subcontractor thereofthat state.

Insurance Indemnification. Regardless (a) Seller shall maintain such Public Liability, Property Damage, Employer's Liability, and Compensation Insurance and Motor Vehicle Liability (Personal Injury and Property Damage) Insurance as are specified in this purchase order or if none are specified, such amount as will protect Seller is in possession of Buyer’s property, Seller will maintain adequate levels of insurance; Comprehensive General Liability and adequate Comprehensive Automobile Liability insurance covering legal liability of Seller and the subcontractor(s), on account of accidents arising out of the operations of Seller (or the subcontractor(sits subcontractors) and resulting in bodily injuryBuyer from said risks and from any claims under any applicable Workers' Compensation, including death, being sustained by any person or persons, or in any damage to propertyOccupational Disease, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller Occupational Safety and such other parties shall observe all plant safety and export status regulations. Health statutes. (b) Seller shall defend, indemnify, and hold harmless Buyer harmless from all claims, actions, demands, loss and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their Xxxxx's directors, officers, employees employees, agents and agents customers from and against all actionsany liability, causes claim of liability, expense, cause of action, liabilitiesloss, claims, suits, judgments, liens, awards and damages of any kind and nature or damage whatsoever, expenses, costs of litigation and counsel including attorney's fees related thereto or incident to establishing the right to indemnification, arising out of or in any way connected with Seller's performance or failure to perform under this purchase order, or that of Seller's agents, employees, or subcontractors. (c) Seller shall, without limitation as to time, indemnify and save Buyer and its customer harmless from all claims which may be alleged or asserted against property covered hereunder, including without limitation; mechanic's liens or claims arising under Worker's Compensation or Occupational Disease laws and from all claims for injury to persons or property arising out of or related to this Order such property unless the same are caused solely and directly by Buyer's negligence. (d) Seller does hereby irrevocably indemnify and agree to defend any claim or Agreement, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Sellerlitigation, or to pay or reimburse any judgment and all loss and expense costs including reasonable attorney fees) incurred in connection with any claim or litigation which asserts or is based upon any alleged design or manufacturing defect, negligence, failure to warn, or breach of their respective employees warranty related to Seller's product(s) (collectively for the purposes of this paragraphincluding parts and components thereof purchased by Seller from its suppliers) or services, the “Seller Parties”)delivered to Buyer. In no event shall Seller’s obligations hereunder This indemnity will be limited deemed an agreement made in Delaware, to be construed and enforced according to the extent laws of any insurance available to or provided by Seller or any subcontractor thereofthat State.

Insurance Indemnification. Regardless (a) Seller shall maintain such Public Liability, Property Damage, Employer's Liability, and Compensation Insurance and Motor Vehicle Liability (Personal Injury and Property Damage) Insurance as are specified in this purchase order or if none are specified, such amount as will protect Seller (or its subcontractors) and Buyer from said risks and from any claims under any applicable Workers' Compensation, Occupational Disease, and Occupational Safety and Health statutes, including the Occupational Safety and Health Act. Seller shall furnish Buyer with certificates certifying that such insurance is in possession of Buyer’s property, Seller effect. Such certificates shall provide that Buyer will maintain adequate levels of insurance; Comprehensive General Liability and adequate Comprehensive Automobile Liability be given at least 30 days prior written notice in the event that any such insurance covering legal liability of Seller and the subcontractor(s), on account of accidents arising out of the operations of Seller shall be canceled or the subcontractor(smaterially changed. (b) and resulting in bodily injury, including death, being sustained by any person or persons, or in any damage to property, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller and such other parties shall observe all plant safety and export status regulations. Seller shall defend, indemnify, and hold harmless Buyer harmless from all claims, actions, demands, loss and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their Xxxxx's directors, officers, employees agents and agents customers from and against all actionsany liability, causes claim of liability, expense, cause of action, liabilitiesloss, claims, suits, judgments, liens, awards and damages of any kind and nature or damage whatsoever, expenses, costs of litigation and counsel including attorney's fees related thereto or incident to establishing the right to indemnification, arising out of or in any way connected with Seller's performance or failure to perform this purchase order, or that of Seller's agents, employees, or subcontractors. (c) Seller shall, without limitation as to time, indemnify and save Buyer and its customer harmless from all claims which may be alleged or asserted against property covered hereunder, including without limitation mechanic's liens or claims arising under Worker's Compensation or Occupational Disease laws and from all claims for injury to persons or property arising out of or related to this Order such property unless the same are caused solely and directly by Buyer's negligence. (d) Seller does hereby irrevocably indemnify and agree to defend any claim or Agreement, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Sellerlitigation, or to pay or reimburse any judgment and all loss and expense costs (including reasonable attorney fees) incurred in connection with any claim or litigation which asserts or is based upon any alleged design or manufacturing defect, negligence, failure to warn, or breach of their respective employees warranty related to Seller's product(s) (collectively for the purposes of this paragraphincluding parts and components thereof purchased by Seller from its suppliers) or services, the “Seller Parties”)delivered to Buyer. In no event shall Seller’s obligations hereunder This indemnity will be limited deemed an agreement made in Kansas, to be construed and enforced according to the extent laws of any insurance available that State. (e) Seller warrants goods furnished or services rendered pursuant to this purchase order will be free from asbestos or provided by Seller or any subcontractor thereofasbestos containing materials.

Insurance Indemnification. Regardless if Seller is (a) In the event that Seller, its employees, agents, or subcontractors enter the site(s) of Smiths or its customers for any reason in possession of Buyer’s property, Seller will maintain adequate levels of insurance; Comprehensive General Liability and adequate Comprehensive Automobile Liability insurance covering legal liability of connection with this Contract then Seller and the subcontractor(s)its subcontractors shall procure and maintain worker’s compensation, on account of accidents arising out of the operations of Seller or the subcontractor(s) comprehensive general liability, bodily injury and resulting property damage insurance in bodily injuryreasonable amounts, including death, being sustained by any person or persons, or in any damage to property, and will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on Xxxxx’s premises, or entering Buyer’s premises: • Seller and such other parties insurance as Smiths may require. In addition, Seller and its subcontractors shall observe comply with all plant safety and export status regulationssite requirements. Seller shall defendindemnify and hold harmless Smiths, indemnifyits officers, employees, and hold Buyer harmless agents from all any losses, costs, claims, actions, demands, loss and causes of action, arising from injurydamages, liabilities, and expenses, including deathattorneys’ fees, all expenses of litigation and/or settlement, and court costs, by reason of property damage or loss or personal injury to any person or damage to any property, when such injury or damage results caused in whole or in part from by the acts actions or omissions of Seller, Seller’s its officers, employees, agents agents, suppliers, or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defendprovide Smiths thirty (30) days advance written notice prior to the effective date of any cancellation or change in the term or coverage of any of Seller’s required insurance. If requested, Seller shall send a “Certificate of Insurance” showing Seller’s compliance with these requirements. Seller shall name Xxxxxx as an additional insured for the duration of this Contract. Insurance maintained pursuant to this clause shall be considered primary as respects the interest of Xxxxxx and is not contributory with any insurance which Smiths may carry. “Subcontractor” as used in this clause shall include Seller’s subcontractors at any tier. (b) Seller shall without limitation as to time indemnify and hold Xxxxxx harmless Buyerfrom all claims which may be asserted against property covered hereunder, its subsidiaries, including without limitation mechanic’s liens or claims arising under Worker’s compensation or Occupational Disease laws and their directors, officers, employees and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards and damages of any kind and nature whatsoever, expenses, costs of litigation and counsel fees related thereto claims from injury to persons or incident to establishing the right to indemnification, property arising out of or in any way related to this Order such property unless the same are caused solely and directly by Xxxxxx’ negligence. (c) Seller does hereby irrevocably indemnify and agree to defend any claim or Agreementlitigation, the performance or to pay or reimburse any judgment and all loss and expense costs (including reasonable attorney fees ) incurred in connection with any claim or litigation which asserts or is based upon any alleged design or manufacturing defect, negligence, failure to warn, or breach of warranty related to Seller’s product(s) (including parts and components thereof purchased by SellerSeller from its suppliers), delivered to Smiths, or breach of, or non-­‐compliance with, any subcontractor thereof or other third parties within the control or acting at the direction of Seller, or any of their respective employees (collectively for the purposes provision of this paragraph, the “Contract.. (d) Seller Parties”). In no event warrants materials furnished pursuant to this Contract shall Seller’s obligations hereunder be limited to the extent of any insurance available to or provided by Seller or any subcontractor thereoffree from asbestos containing materials.

Insurance Indemnification. Regardless if Seller is in possession of Buyer’s property, Seller (a) Supplier will maintain adequate levels of insurance; Comprehensive General such Public Liability, Property Damage, Employer's Liability and adequate Comprehensive Automobile Compensation Insurance and Motor Vehicle Liability insurance covering legal liability of Seller (Personal Injury and the subcontractor(s), on account of accidents arising out of the operations of Seller Property Damage) Insurance in such amounts as will protect Supplier (or the subcontractor(sits subcontractors) and resulting in bodily injuryQuest from said risks and from any claims under any applicable Workers' Compensation, including death, being sustained by any person or persons, or in any damage to propertyOccupational Disease, and Occupational Safety and Health statutes including the Occupational Safety and Health Act. Supplier will provide Buyer a Certificate of Insurance as requested. For Seller’s/Subcontractor performing work or services on XxxxxQuest with certificates evidencing required insurance upon Quest’s premises, or entering Buyer’s premises: • Seller and such other parties shall observe all plant safety and export status regulations. Seller shall request. (b) Supplier will defend, indemnify, and hold Buyer harmless from all claims, actions, demands, loss Quest and causes of action, arising from injury, including death, to any person or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Seller, Seller’s employees, agents or subcontractors, except when such damage, injury, or death is caused by the gross negligence of Buyer. • Seller shall, at their sole expense and cost, will at all times, prior to commencement and throughout the period of performance of this Order, maintain, in addition to General Liability coverage, insurance coverage in the minimum amounts as follows: i. Worker’s Compensation insurance coverage, as required by the laws of the state in which the work is performed to cover Seller’s and subcontractor(s’) legal liability on account of accidents to their employees, and such insurance shall provide waiver of subrogation against Buyer ii. Employer Liability insurance in the amount of $1,000,000 The relationship between the parties is that of independent contractors and not that of principal and agent, employer and employee, joint employers or legal partners. Neither party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons believing that it has any authority to bind or enter into commitments on behalf of the other. At no time shall Seller or its employees be deemed an employee of Buyer. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, and their Quest's directors, officers, employees agents and agents customers from and against all actionsany liability, causes claim of liability, expense, cause of action, liabilitiesloss, claims, suits, judgments, liens, awards and damages of any kind and nature or damage whatsoever, expenses, costs of litigation and counsel including attorney's fees related thereto or incident to establishing the right to indemnification, arising out of or in any way connected with Supplier's performance or failure to perform any Purchase Order or that of Supplier's agents, employees, or subcontractors. (c) Supplier will without limitation as to time indemnify and hold Quest and its customer harmless from all alleged claims which may be asserted against property covered hereunder or under any Purchase Order, including without limitation mechanic's liens or claims arising under worker's compensation or occupational disease laws and from all claims for injury to persons or property arising out of or related to this Order such property unless the same are caused solely and directly by Quest's negligence. (d) Supplier does hereby irrevocably indemnify and agree to defend any claim or Agreement, the performance thereof by Seller, any subcontractor thereof or other third parties within the control or acting at the direction of Sellerlitigation, or to pay or reimburse any judgment and all loss and expense costs (including reasonable attorney fees) incurred in connection with any claim or litigation which asserts or is based upon any alleged manufacturing defect, negligence, failure to warn, or breach of their respective employees warranty related to Supplier's product(s) (collectively for the purposes of this paragraphincluding parts and components thereof purchased by Supplier from its suppliers), the “Seller Parties”)delivered to Quest. In no event shall Seller’s obligations hereunder This indemnity will be limited deemed an agreement made in Idaho, to be construed and enforced according to the extent laws of any insurance available to or provided by Seller or any subcontractor thereofthat state.