Common use of Liability and Indemnification Clause in Contracts

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in connection good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with the Indemnified Party’s performance respect to any criminal action or execution hereof except as a result of proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its dutieslaw, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s conduct was unlawful. No compromise The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or settlement other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Indemnifying Party Member regarding any matter which this Agreement provides is in the discretion or sole discretion of any action or proceeding related to the transaction contemplated hereby Member shall be effective unless it also contains an unconditional release of the Indemnified Party except conclusively deemed not to the extent related to the constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its duties law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified PartyParties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section 16(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. Notwithstanding anything to the contrary herein, the indemnification obligations The rights granted under this paragraph Section 16 shall survive the termination termination, dissolution and winding up of this Agreementthe Company.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the gross negligenceServices, bad faithor facilities described in this Agreement, willful misconduct or reckless disregard and, while each Party shall use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of its duties liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. Notwithstanding anything . H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the contrary hereinextent caused by the indemnified Party's gross negligence or willful misconduct, the indemnification obligations Party providing services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving Party's use of the services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification oblgi ations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys'fees relating toarising fromany cause whatsoever, whether based in contract negligence orother tort, strict liabilityor otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximumextent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating toor arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not toplace in connection with the Indemnified Party’s performance its tariffs or execution hereof except contracts such limitations of liability, andthe other Party incurs a loss as a result thereof, such Party F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of such Indemnified Party’s gross negligenceequipment or software, bad faithor the loss of use of software or equipment, willful misconduct or reckless disregard accessories attached thereto, delay, error, or loss of its dutiesdata. No compromise In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Partiesacknowledge and agree that thislimitation of liability shall apply toprovision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different fromor in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstancescovered by such specific provision, the liability or limitation of liability contained in suchspecific provision shall apply. I. Except to the extent related to caused by the indemnifei d Party's gross negligencenegligenceor willful misconduct, bad faiththe Party providing services hereunder,its Affiliates and itsparent company,shall be indemnfiied, willful misconduct defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising fromsuch company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TOTHECONTRARY IN THIS AGREEMENT, NEITHER PARTYMAKES ANYREPRESENTATIONSORWARRANTIES TOTHEOTHERPARTYCONCERNING THE SPECIFICQUALITYOF ANY SERVICES, OR FACILITIES PROVIDEDUNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANYWARRANTYORGUARANTEEOF MERCHANTABILITYOR FITNESS FORA PARTICULARPURPOSE, ARISINGFROMCOURSEOF PERFORMANCE, COURSEOF DEALING, OR FROMUSAGESOF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION IX, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, B. Neither party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement, consequential nor shall either party hold liable any other telecommunications company providing a portion of a service under this Agreement for any act or punitive omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with facilities or equipment furnished by either party or either party’s customer; 3) any claim, loss, or damage claimed by a customer of either party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, faith or willful misconduct or reckless disregard of its dutiesmisconduct. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, faith or willful misconduct or reckless disregard of its dutiesmisconduct. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, faith or willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agreesa. Price Services shall indemnify, at defend and protect Company, its expenseemployees, to defendofficers and directors, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), each of them harmless from and against any and all claims, demands, actions, losses, damages, liabilities, costs, expenses, suits, actions, liabilities and losses (including, without limitationcharges, reasonable attorneys’ fees counsel fees, and expensesexpenses of any nature it or they incur (“Losses”) arising out of or from: (i) any material breach by virtue ofPrice Services of any representation, warranty, covenant, or agreement contained in this Agreement; and (ii) any actions of Price Services in connection withwith the performance of the Services to the extent such actions constitute willful misfeasance, bad faith or related tonegligence by Price Services; provided, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, Company has not acted with bad faith, willful misconduct misfeasance or reckless disregard negligence. b. Company shall indemnify, defend and protect Price Services, its employees, officers, directors, each Portfolio, each Portfolio’s officers and directors/trustees, and their respective affiliates free and harmless from and against any and all Losses arising out of its duties. In no event shall either Party be liable to the other Party for or from (i) any specialmaterial breach by Company of any representation, consequential warranty, covenant, or punitive damages arising under or related to agreement contained in this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party ; and (ii) any actions of Company in connection with the Indemnified Party’s performance of the Administrative Services to the extent such actions constitute willful misfeasance, bad faith or execution hereof except as a result of such Indemnified Party’s gross negligencenegligence by Company; provided, Price Services has not acted with bad faith, willful misconduct misfeasance or reckless disregard negligence. In order that the indemnification provisions contained herein shall apply, upon the assertion of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related a Loss for which a party may be required to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary hereinindemnify another party, the party seeking indemnification obligations under this paragraph shall survive promptly notify the termination other party of this Agreementsuch assertion of Loss and shall keep the other party advised with respect to all developments concerning such Loss. The party who may be required to indemnify shall have the option to participate at its expense with the party seeking indemnification in the defense of such Loss. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XVI, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event OR LOST PROFITS SUFFERED BY THE B. Neither party shall either Party be liable to the other Party party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement. C. Neither party shall be liable for damages to the other party’s terminal location, consequential Point of Interface (POI) or punitive damages customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, except to the extent caused by a party’s gross negligence, willful or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any action, claim, loss, judgment, injury, liability, expense or damage (collectively “Loss”) arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other party’s own communications; 2) claims for patent infringement arising from combining or using the service furnished by one party in connection with facilities or equipment furnished by the other party or the other party’s customer; 3) any claim, loss, or damage claimed by a customer of a party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. The Indemnified Party Each party’s liability to the other for any Loss, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A party may, in its sole discretion, provide in its tariffs and contracts with its customers and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance customer or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct third party for (i) any Loss relating to or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, incidental, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with the Indemnified Partyfacilities or equipment furnished by either party or either party’s performance customer; 3) any claim, loss, or execution hereof except as damage claimed by a result customer of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement either party arising from services provided by the Indemnifying Party other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. E. Neither party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.

Liability and Indemnification. Each Party party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Partyparty, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereofmaterial breach of this Agreement (which shall include any failure to make payments of the Advisory Fee), except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party party be liable to the other Party party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in connection good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with the Indemnified Party’s performance respect to any criminal action or execution hereof except as a result of proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its dutieslaw, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s conduct was unlawful. No compromise The Company may (and in the case of the Managing Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or settlement other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Indemnifying Party Managing Member regarding any matter which this Agreement provides is in the discretion or sole discretion of any action or proceeding related to the transaction contemplated hereby Managing Member shall be effective unless it also contains an unconditional release of the Indemnified Party except conclusively deemed not to the extent related to the constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its duties law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified PartyParties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section 16(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. Notwithstanding anything to the contrary herein, the indemnification obligations The rights granted under this paragraph Section 16 shall survive the termination termination, dissolution and winding up of this Agreementthe Company.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, incidental, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with the Indemnified Partyfacilities or equipment furnished by either party or either party’s performance customer; 3) any claim, loss, or execution hereof except as damage claimed by a result customer of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement either party arising from services provided by the Indemnifying Party other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. E. Neither party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement.‌ H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification oblgi ations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys'fees relating toarising fromany cause whatsoever, whether based in contract negligence orother tort, strict liabilityor otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximumextent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating toor arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not toplace in connection with the Indemnified Party’s performance its tariffs or execution hereof except contracts such limitations of liability, andthe other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement except tothe extent caused by the Indemnifying other Party'snegligence or willful misconduct,indemnify and F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of any action equipment or proceeding software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Partiesacknowledge and agree that thislimitation of liability shall apply toprovision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different fromor in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstancescovered by such specific provision, the liability or limitation of liability contained in suchspecific provision shall apply. I. Except to the extent related to caused by the indemnifei d Party's gross negligencenegligenceor willful misconduct, bad faiththe Party providing services hereunder,its Affiliates and itsparent company,shall be indemnfiied, willful misconduct defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising fromsuch company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TOTHECONTRARY IN THIS AGREEMENT, NEITHER PARTYMAKES ANYREPRESENTATIONSORWARRANTIES TOTHEOTHERPARTYCONCERNING THE SPECIFICQUALITYOF ANY SERVICES, OR FACILITIES PROVIDEDUNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANYWARRANTYORGUARANTEEOF MERCHANTABILITYOR FITNESS FORA PARTICULARPURPOSE, ARISINGFROMCOURSEOF PERFORMANCE, COURSEOF DEALING, OR FROMUSAGESOF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each A. In the event that Carrier consists of two (2) or more separate entities as set forth in this Agreement and/or any Amendment hereto, all such entities shall be jointly and severally liable for the obligations of Carrier under this Agreement. B. Neither Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s negligence or willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss claim, injury, liability or expense including reasonable attorneys' fees relating to or arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by applicable law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss. F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. This limitation of liability applies regardless of whether the Parties knew of the possibility that such damages could result. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the gross negligenceServices, bad faithor facilities described in this Agreement, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary hereinand, while each Party shall use diligent efforts in this regard, the indemnification obligations under Parties acknowledge and agree that this paragraph limitation of liability shall survive the termination apply to provision of this Agreementsuch advice, recommendations, and analyses.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with the any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s performance 's conduct was unlawful. The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or execution hereof except as a result other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Member regarding any matter which this Agreement provides is in the discretion or sole discretion of the Member shall be conclusively deemed not to constitute fraud, gross negligence, willful misconduct or willful violation of law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified Parties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section 16(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. The rights granted under this Section 16 shall survive the termination, dissolution and winding up of the Company. (e) The term "Indemnified Party" means the Member and each Officer. The rights of each Indemnified Party under this Section 16 shall inure to the benefit of the successors, assigns, heirs and personal representatives of such Indemnified Party’s gross negligence. However, bad faithit is expressly understood and agreed that no party who is an Officer shall have any right of exculpation, willful misconduct indemnification or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of otherwise under this Section 16 with respect to any action or proceeding related omission taken or suffered by such party at any time after such party ceases to be an Officer (whether the transaction contemplated hereby shall action resulting in such party ceasing to be effective unless it also contains an unconditional release Officer is voluntary, involuntary or otherwise), or in respect of any controversy relating in any respect to such party's ceasing to be an Officer, or in respect of any claim or cause of action against the Company (other than in connection with enforcing such party's rights against the Company under this Section 16), the Member or any affiliate of the Indemnified Party except to the extent related to the gross negligenceMember, bad faith, willful misconduct or reckless disregard of its duties any of the Indemnified Party. Notwithstanding anything to members, partners, stockholders, directors, managers, officers, employees, agents or other representatives of any of the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementforegoing.

Liability and Indemnification. Each Party (The CRO shall be solely responsible and liable for the “Indemnifying Party”) agreesconsequences of any breach of this Agreement, at wilful misconduct or negligence of any of its expenseemployees, to consultants, subcontractors or agents in providing the Services hereunder and that it shall fully defend, indemnify and hold harmless DNDi, its directors, officers, employees, consultants and agents, from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs), which DNDi or any of its directors, officers, employees, consultants or agents may incur or suffer as a result thereof. In the event CRO commits a technical error in the performance of the Services which renders the Results of the Services in whole or in part unacceptable to a regulatory agency to which DNDi intends to submit such Results, CRO’s obligation to DNDi shall be, at DNDi’s sole discretion and without prejudice to any other rights and remedies, to either repeat the defective part of the Services at CRO's own cost or refund to DNDi the amount paid by the latter for the defective part of the Services. In the first case, DNDi will provide the Materials for the performance of the Services at CRO's expense; in the second case, CRO will reimburse DNDi the cost of the Materials. DNDi will defend, indemnify and hold harmless CRO and its directors, officers, employees, consultants and subcontractors from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding and resulting from the use by CRO of the Material, except to the extent arising from any breach of this Agreement, wilful misconduct or negligence of CRO and any of its directors, officers, employees, consultants or subcontractors. Each Party shall promptly notify the other Party of any claims for which it intends to seek indemnification from the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any shall provide reasonable assistance and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable cooperation to the other Party in defending any such claims. The indemnifying Party may, at its option and expense, control the defense of such claims. In such case the Party to be indemnified may, at its option and expense, be represented by its own counsel in any such claim. A Party seeking indemnification from the other Party cannot admit liability, compromise or settle a case, or incur any litigation costs, without the prior written consent of the other Party. Neither Party shall have any liability for any specialindirect or consequential damages, consequential including, but not limited to the loss of opportunity, loss of use, or punitive damages loss of revenue or profit, in connection with or arising under or related to out of this Agreement. The Indemnified Neither Party shall not be liable to for any breach or default in performing its obligations hereunder if such breach or default is caused by any act of god, flood, fire, explosion, earthquake, casualty or accident, or war, revolution, civil commotion, act of terrorism, blockage or embargo, or any unexpected government injunction, order or regulation, or any other occurrence beyond the Indemnifying reasonable control of a Party in connection that prevents or substantially interferes with the Indemnified Party’s performance or execution hereof except as a result of by such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related of its obligations hereunder (“Force Majeure”). The Party claiming Force Majeure must promptly inform the other Party of such event and, in accordance with the other Party, must take all measures necessary to limit the transaction contemplated hereby shall be effective unless it also contains an unconditional release consequences of such Force Majeure event, and resume performance of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard Services as soon as reasonably possible following cessation of such Force Majeure event. CRO hereby agrees that it shall maintain an adequate insurance policy with a reputable insurance company for covering its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations liability under this paragraph clause 14. If required by DNDi, CRO shall survive the termination provide DNDi with a copy of this Agreementsuch insurance policy and with appropriate evidence of payment of all premiums due thereunder.

Liability and Indemnification. (a) Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, faith or willful misconduct or reckless disregard of its dutiesmisconduct. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, faith or willful misconduct or reckless disregard of its dutiesmisconduct. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, faith or willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement. (b) The Sub-Adviser will notify the Adviser of any Trade Error(s), regardless of materiality, promptly upon the discovery such Trade Error(s) by the Sub-Adviser. Notwithstanding Section 5(a) above, the Sub-Adviser shall be liable to the Adviser, the Fund or its shareholders for any loss suffered by the Adviser or the Fund resulting from Trade Errors. Any gains which occur due to a Trade Error shall be retained by the Fund. For purposes of this Section 5, Trade Errors are defined as errors due to (i) erroneous orders by the Sub-Adviser for the Fund that result in the purchase or sale of securities that were not intended to be purchased or sold; (ii) erroneous orders by the Sub-Adviser that result in the purchase or sale of securities for the Fund in an unintended amount or price; or (iii) purchases or sales of financial instruments which violate the investment limitations or restrictions disclosed in the Registration Statement and/or imposed by applicable law or regulation, unless otherwise agreed to in writing.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, consequential incidental, consequential, punitive or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party in connection with other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the Indemnified Partyother party’s performance or execution hereof except as terminal location, POI nor customer’s premises resulting from the furnishing of a result service, including but not limited to the installation and removal of such Indemnified Partyequipment and associated wiring, unless the damage is caused by a party’s gross negligenceor willful negligence or intentional misconduct. D. Each party shall be indemnified, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement defended and held harmless by the Indemnifying Party other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the E. Neither party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.

Liability and Indemnification. (a) Absent the gross negligence, bad faith, willful misconduct or reckless disregard of a Party’s duties under this Agreement, or its officers, directors, partners, agents, employees and controlling persons, it shall not be liable to the other Party for any act or omission in the course of, or connected with, rendering services described under this Agreement. For the avoidance of doubt, the Sub-Adviser shall not be liable for any act or omission of the Adviser in rendering the Adviser’s services to the Fund, including, without limitation, for any losses that may be sustained in the purchase, holding or sale of any position. (b) Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliatesmembers, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof of its obligations under this Agreement, except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective effective, unless it also contains an unconditional release of the Indemnified Party Party, except to the extent related to the gross negligence, bad faith, willful misconduct of, or reckless disregard of its duties of by, the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement. Nothing contained herein shall be deemed a waiver of any right available to either Party to bring a cause of action for violations of applicable U.S. federal and state laws, including, but not limited to, U.S. federal and state securities laws.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agreesa. Price Services shall indemnify, at defend and protect Company, its expenseemployees, to defendofficers and directors, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), each of them harmless from and against any and all claims, demands, actions, losses, damages, liabilities, costs, expenses, suits, actions, liabilities and losses (including, without limitationcharges, reasonable attorneys’ fees counsel fees, and expensesexpenses of any nature it or they incur (“Losses”) arising out of or from: (i) any material breach by virtue ofPrice Services of any representation, warranty, covenant, or agreement contained in this Agreement; and (ii) any actions of Price Services in connection withwith the performance of the Services to the extent such actions constitute willful misfeasance, bad faith or related tonegligence by Price Services; provided, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, Company has not acted with bad faith, willful misconduct misfeasance or reckless disregard negligence. b. Company shall indemnify, defend and protect Price Services, its employees, officers, directors, each Portfolio, each Portfolio's officers and directors/trustees, and their respective affiliates free and harmless from and against any and all Losses arising out of its duties. In no event shall either Party be liable to the other Party for or from (i) any specialmaterial breach by Company of any representation, consequential warranty, covenant, or punitive damages arising under or related to agreement contained in this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party ; and (ii) any actions of Company in connection with the Indemnified Party’s performance of the Administrative Services to the extent such actions constitute willful misfeasance, bad faith or execution hereof except as a result of such Indemnified Party’s gross negligencenegligence by Company; provided, Price Services has not acted with bad faith, willful misconduct misfeasance or reckless disregard negligence. In order that the indemnification provisions contained herein shall apply, upon the assertion of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related a Loss for which a party may be required to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary hereinindemnify another party, the party seeking indemnification obligations under this paragraph shall survive promptly notify the termination other party of this Agreementsuch assertion of Loss and shall keep the other party advised with respect to all developments concerning such Loss. The party who may be required to indemnify shall have the option to participate at its expense with the party seeking indemnification in the defense of such Loss. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss. F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the gross negligenceServices, bad faithor facilities described in this Agreement, willful misconduct or reckless disregard and, while each Party shall use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of its duties liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. Notwithstanding anything . H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the contrary hereinextent caused by the indemnified Party's gross negligence or willful misconduct, the indemnification obligations Party providing services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving Party's use of the services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agreesA. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION IX, at its expenseNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, to defendINCIDENTAL, indemnify and hold the other PartyCONSEQUENTIAL, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event RELIANCE, B. Neither party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement, consequential nor shall either party hold liable any other telecommunications company providing a portion of a service under this Agreement for any act or punitive omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with facilities or equipment furnished by either party or either party’s customer; 3) any claim, loss, or damage claimed by a customer of either party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each Party (the “Indemnifying Party”) agreesNeither party makes any warranty, at its expense----------------------------- express or implied, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable with respect to the other Party for any special, consequential or punitive damages arising Services to be provided by such party under or related to this Agreement. The Indemnified liability of any Performing Party with respect to the quality of performance of Services provided under this Agreement is limited to the total compensation for the Services provided by that party under this Agreement and shall not be liable to include any contingent liability. The sole remedy (other than the Indemnifying Party amount of damages described in connection with the Indemnified foregoing sentence) for the Performing Party’s performance or execution hereof except as a result 's breach of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby this Agreement shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement. The Receiving Party's receipt of any Service performed hereunder shall be deemed an unqualified acceptance of such Service and a waiver by the Receiving Party of any and all claims with respect to such Service, unless the Receiving Party gives notice of such claim within five days after the date such item of Service was performed. Neither party will be liable under this Agreement to the other party (or affiliate thereof) for indirect, incidental, punitive, special or consequential damages, including lost profits or revenue, even if the liable party has been advised of the possibility of such damages or any claim against the other party by any third party. A Performing Party will not be liable for any costs, expenses, losses, liabilities, claims or damages, including attorneys' fees (hereafter "Claims") directly or indirectly attributable to the actions of the Performing Party, whether or not negligent, in performance of its obligations under this Agreement, except that the same may be attributable to the [gross negligence] or willful misconduct of the Performing Party.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with the any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s performance 's conduct was unlawful. The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or execution hereof except as a result other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Member regarding any matter which this Agreement provides is in the discretion or sole discretion of the Member shall be conclusively deemed not to constitute fraud, gross negligence, willful misconduct or willful violation of law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified Parties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section l6(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. The rights granted under this Section 16 shall survive the termination, dissolution and winding up of the Company. (e) The term "Indemnified Party" means the Member and each Officer. The rights of each Indemnified Party under this Section 16 shall inure to the benefit of the successors, assigns, heirs and personal representatives of such Indemnified Party’s gross negligence. However, bad faithit is expressly understood and agreed that no party who is an Officer shall have any right of exculpation, willful misconduct indemnification or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of otherwise under this Section 16 with respect to any action or proceeding related omission taken or suffered by such party at any time after such party ceases to be an Officer (whether the transaction contemplated hereby shall action resulting in such party ceasing to be effective unless it also contains an unconditional release Officer is voluntary, involuntary or otherwise), or in respect of any controversy relating in any respect to such party's ceasing to be an Officer, or in respect of any claim or cause of action against the Company (other than in connection with enforcing such party's rights against the Company under this Section 16), the Member or any affiliate of the Indemnified Party except to the extent related to the gross negligenceMember, bad faith, willful misconduct or reckless disregard of its duties any of the Indemnified Party. Notwithstanding anything to members, partners, stockholders, directors, managers, officers, employees, agents or other representatives of any of the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementforegoing.

Liability and Indemnification. 8.01 Each Party (the “Indemnifying Party”) agreesagrees to protect, at its expense, to defend, indemnify and hold harmless the other Party, Party and its affiliates, officersand their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Parties”), harmless from and against any and all losses, claims, demands, damages, costsliens, expenses, suitsdamages and demands arising out of, actionsor in connection with, liabilities any personal injuries or death to persons, or damage to property, occurring as a result of, or in any way incident to, any act or omission of such Party, or its directors, officers, employees and losses agents related to its performance (or failure in the performance) of its obligations under this Agreement. 8.02 In the event a claim is filed against either Party for which the other Party is obligated to indemnify such Party under the terms of this Agreement, such Party will promptly notify the other Party of such claim and will not settle such claim without the prior written consent of the other Party. Participation by a Party in the defense of any claim or suit for which the other Party shall be found liable, shall not constitute a waiver of such Party's rights to indemnification hereunder. 8.03 Neither Party shall be liable under any circumstances to the other Party for special, indirect, punitive, or consequential damages resulting from or arising out of any act or omission related to its performance (or failure in the performance) of its obligations under this Agreement, including, without limitation, reasonable attorneys’ fees and expenses) arising loss of profit or business interruption, however the same may be caused, whether by virtue ofthe sole, in connection withjoint or concurrent negligence, fault or related to, the Indemnifying liability without fault of any Party’s performance hereunder or execution hereof, except as such claims, losses to the extent caused by gross negligence or damages may result from willful misconduct. 8.04 Each Party shall comply with the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard insurance requirements set forth in Exhibit C attached hereto and incorporated herein by this reference. 8.05 Each Party shall require all of its dutiescontractors and subcontractors performing any work on the Interconnection Facilities to carry and maintain in force and effect for the benefit of both ANR and LSP insurance of the type and in the amounts that each Party normally requires of its contractors and subcontractors for work on similar facilities. In All property peril policies carried by contractors and subcontractors must contain a waiver of subrogation in favor of ANR and The Coastal Corporation, and all liability policies must name ANR and The Coastal Corporation as additional named insureds without limitation or restriction. 8.06 Each Party acknowledges and agrees that in no event shall any partner, shareholder, owner, officer, director, employee, or affiliate of either Party be personally liable to the other Party for any specialpayments, consequential obligations, or punitive damages arising performance under or related to this Agreement, or any breach or failure of performance of either Party. The Indemnified Party shall not be liable to sole recourse for payment or performance of the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby obligations hereunder shall be effective unless it also contains an unconditional release of the Indemnified against a Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementand not against any other Person.

Liability and Indemnification. Each (a) Subject to Clause 13(g) herein, each JPMorgan Party (shall indemnify the “Indemnifying Party”) agreesManager, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from against any and all claimsLiabilities suffered or incurred by the Manager directly in connection with or as a result of negligence, demandsfraud or wilful default of the relevant JPMorgan Party or of any of its employees, agents, affiliates or other entity acting on its behalf except to the extent such Liability is caused by the wilful default, negligence or fraud of the Manager. (b) The Manager shall indemnify each JPMorgan Party and its agents (with the relevant JPMorgan Party being entitled to recover on their behalf) against any and all Liabilities suffered or incurred by them directly in connection with or as a result of the negligence, fraud or wilful default of the Manager or of any of its employees, agents, affiliates or other entity acting on its behalf except to the extent that such Liability is caused by the wilful default, negligence or fraud of the relevant JPMorgan Party. (c) No party shall have any liability to the others for any indirect, special or consequential damages, costsor any direct or indirect loss of profit, expensesreputation, suitsgoodwill, actionscontracts, liabilities and losses (includingcustomers, without limitationbusiness or opportunity, reasonable attorneys’ fees and expenses) arising by virtue out of, or in connection with, this Agreement or related tothe transactions and documents contemplated by it, even if advised of the Indemnifying Party’s performance hereunder possibility thereof. (d) Nothing in this Agreement shall limit or execution hereof, except as such claims, losses or damages may result from exclude the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard liability of its duties. In no event shall either Party be liable a party to the others for death or personal injury, for claims arising out of fraud or fraudulent misrepresentation, or to the extent that such limitation or exclusion is not permissible under any applicable law. This Clause shall prevail over any other Party for any special, consequential or punitive damages arising under or related to provision in this Agreement. The Indemnified Party . (e) A party shall not be liable for any Liability incurred by another party in relation to the Indemnifying subject matter of this Agreement or the transactions or documents contemplated by it unless: (i) the other party has taken all reasonable steps to mitigate the relevant Liability; and (ii) in respect of any Liability in the nature of a cost or expense, it is reasonable and was reasonably and properly incurred by the other party. (f) No party shall be liable for any failure or delay in performing any of its obligations under this Agreement or as regards any related transactions or matters, and any failure or delay in so performing will not constitute a breach of this Agreement, if such failure or delay is due to any cause whatsoever outside its reasonable control and (as relevant in the circumstances) that party has complied with the other requirements of this Clause 13(f). In this case, the relevant party shall be entitled to a reasonable extension of time for performing any relevant obligations, but shall notify the other parties of the relevant circumstance and use reasonable endeavours to resume performance as soon as possible. (g) The Manager acknowledges that the JPMorgan Parties are reliant on the timely and accurate notification of such information referred to in Clauses 5(b) and Clause 7(b) herein, and nothing in this Agreement shall deem a JPMorgan Party liable to the Manager, its affiliates or the Fund for any failure to comply with this Agreement due to the Manager’s failure or delay in making such notifications, or inaccuracy of information provided by the Manager. (h) Notwithstanding any other provision of this Agreement, the Manager shall indemnify each JPMorgan Party, its agents and Clients (with the relevant JPMorgan Party being entitled to recover on their behalf) against Liabilities suffered or incurred by them directly in connection with any error in the Indemnified Party’s performance or execution hereof except as a result Offering Documents. For the avoidance of doubt, the Manager shall have strict liability for the Offering Documents and the JPMorgan Parties shall not be required to prove that such Indemnified Party’s gross error was due to the negligence, bad faith, willful misconduct fraud or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release wilful default of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph Manager. (i) This Clause 13 shall survive the termination of this Agreement.

Liability and Indemnification. Each Party (a. To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in connection with the Indemnified Party’s performance or execution hereof except as a result good faith and that (i) is not in material breach of such Indemnified Party’s this Agreement, (ii) does not constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its duties. No compromise law, and (iii) with respect to any criminal action or settlement proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. b. To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Indemnifying Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party of with respect to any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release omission suffered or taken in good faith that (i) is not in material breach of the Indemnified Party except to the extent related to the this Agreement, (ii) does not constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its duties law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. c. For all purposes of this Agreement, actions or omissions taken or suffered by the Member regarding any matter which this Agreement provides is in the discretion or sole discretion of the Member shall be conclusively deemed not to constitute fraud, gross negligence, willful misconduct or willful violation of law. Notwithstanding anything Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. d. None of the contrary hereinprovisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified Parties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section 16(e); this provision excludes, the indemnification obligations among others, any right of subrogation in favor of any insurer or surety. The rights granted under this paragraph Section 16 shall survive the termination termination, dissolution and winding up of this Agreementthe Company.

Liability and Indemnification. Each A. In the event that Carrier consists of two (2) or more separate entities as set forth in this Agreement and/or any Amendment hereto, all such entities shall be jointly and severally liable for the obligations of Carrier under this Agreement. B. Neither Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s negligence or willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss claim, injury, liability or expense including reasonable attorneys' fees relating to or arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by applicable law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in its tariffs or contracts such limitations of liability, and the other Party incurs F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. This limitation of liability applies regardless of whether the Parties knew of the possibility that such damages could result. In connection with this limitation of liability, each Party recognizes that the Indemnified Party’s performance other Party may, from time to time, provide advice, make recommendations, or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary hereinuse diligent efforts in this regard, the indemnification obligations under Parties acknowledge and agree that this paragraph limitation of liability shall survive the termination apply to provision of this Agreementsuch advice, recommendations, and analyses.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agreesNeither party makes any warranty, at its expenseexpress or implied, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable with respect to the other Party for any special, consequential or punitive damages arising Services to be provided by such party under or related to this Agreement. The Indemnified liability of any Performing Party with respect to the quality of performance of Services provided under this Agreement is limited to the total compensation for the Services provided by that party under this Agreement and shall not be liable to include any contingent liability. The sole remedy (other than the Indemnifying Party amount of damages described in connection with the Indemnified foregoing sentence) for the Performing Party’s performance or execution hereof except as a result 's breach of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby this Agreement shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement. The Receiving Party's receipt of any Service performed hereunder shall be deemed an unqualified acceptance of such Service and a waiver by the Receiving Party of any and all claims with respect to such Service, unless the Receiving Party gives notice of such claim within five days after the date such item of Service was performed. Neither party will be liable under this Agreement to the other party (or affiliate thereof) for indirect, incidental, punitive, special or consequential damages, including lost profits or revenue, even if the liable party has been advised of the possibility of such damages or any claim against the other party by any third party. A Performing Party will not be liable for any costs, expenses, losses, liabilities, claims or damages, including attorneys' fees (hereafter "Claims") directly or indirectly attributable to the actions of the Performing Party, whether or not negligent, in performance of its obligations under this Agreement, except that the same may be attributable to the [gross negligence] or willful misconduct of the Performing Party.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obglai tions of the Parties hereunder, eahcParty's liabiliyt to the other for any claim, loss, injury, liabilitoyr expense including reasonable attorneyfse'es relating to arising from any cause whatsoever, whether based in contract negligenceoothr er tort, strict liabilityor otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the Indemnifying Party in use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of ad.atIn connection with thislimitation of liability, each Party recognizes that the Indemnified Party’s performance other Party may, from time to time, provide advice, make recommendations, or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Srveices, or facilities described initshAgreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Partieascknowledge and agree that thislimitation of liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability rfothe accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstancceosvered by such specifipcrovision, ht e liability or limitation of liability contained in sucshpecific provision shall apply. I. Except to the extent related to caused by the indemneidfi Party's gross negligencenegligenceor willfulmisconduct, bad faiththe Party providing services hereundeirt,s Affiliates and itsparent companys, willful misconduct hall be indemnfiied, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TOTHCEONTRARY IN THIS AGREEMENT, NEITHER PARTYMAKES ANY REPRESENTATIONSORWARRANTIES TOTHEOTHER PARTY CONCERNING THE SPECIFIC QUALITYOF ANY SERVICES, OR FCAILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANYWARRANTY ORGUARANTEE OF MERCHANTABILITY ORFITNESS FORA PARTICULAPRURPOSE, ARISINGFROMCOURSEOF PERFORMANCE, COURSEOF DEALING, OR FROM USAGESOF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, incidental, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with the Indemnified Partyfacilities or equipment furnished by either party or either party’s performance customer; 3) any claim, loss, or execution hereof except as damage claimed by a result customer of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement either party arising from services provided by the Indemnifying Party other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. E. Neither party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.Agreement.‌

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss. F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of G. Neither Party assumes liability for the accuracy of the data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the extent caused by the indemnified Party's gross negligencenegligence or willful misconduct, bad faiththe Party providing services hereunder, willful misconduct its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party in would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the Indemnified Party’s performance other Party may, from time to time, provide advice, make recommendations, or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the extent related to caused by the indemnified Party's gross negligencenegligence or willful misconduct, bad faiththe Party providing services hereunder, willful misconduct its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party ([Option One: The model clause below places responsibility on the “Indemnifying Party”) agreesCity to indemnify the Dis- trict for any liability as a result of personal injury or property damage or damage to District property, at its expense, to defend, unless the damage is caused by the negligence or willful misconduct of District em- ployees.] The City shall indemnify and hold harmless, the other PartyDistrict, its affiliatesBoard, officers, directors, employees and agents (collectively, the “Indemnified School Parties” and individually, a “School Party”)) from, harmless from any and if re- quested, shall defend them against all claimsliabilities, demandsobligations, losses, damages, costsjudgments, costs or expenses, suits, actions, liabilities and losses (including, without limitation, including reasonable attorneys’ legal fees and expensescosts of investigation (collectively “Losses”) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence(a) personal injury or property damage caused by any act or omission during the Public Access Hours; or (b) any damage to any District property as a result of ac- cess granted pursuant to this Agreement; provided, bad faithhowever, the City shall not be obligated to indemnify the School Parties to the extent any Loss arises out of the negligence or willful misconduct of the School Parties. In any action or reckless disregard of its duties. No compromise or settlement proceeding brought against a School Party indemnified by the Indemnifying Party City hereunder, the City shall have the right to select the attorneys to de- fend the claim, to control the defense and to determine the settlement or compromise of any action or proceeding related proceeding, provided that the applicable School Party shall have the right, but not the obligation, to participate in the defense of any such claim at its sole cost. With respect to damage to District facilities, remediation will be provided at the full cost of replacement or repair to the transaction contemplated hereby facility, as applicable. [Option Two: The model mutual indemnity clause below provides for each party to pay for their share of liability.] a. The City shall be effective unless it also contains an unconditional release defend, indemnify, and hold the District, its officers, employees and agents, harmless from and against any and all liability, loss, expense, attorneys’ fees or claims for injury or damages, arising out of the Indemnified Party except performance of this Agreement, but only in propor- tion to and to the extent related to such liability, loss, expense, attorneys’ fees, or claims for injury are caused by or result from the gross negligence, bad faith, willful misconduct negligent or reckless disregard of its duties intentional acts or omissions of the Indemnified Party. Notwithstanding anything to City, its officers, agents or employees. b. The District shall defend, indemnify, and hold the contrary hereinCity, its officers, employees and agents, harmless from and against any and all liability, loss, expense, attorneys’ fees or claims for injury or damages, arising out of the indemnification obligations under this paragraph shall survive the termination performance of this Agreement, but only in propor- tion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury are caused by or result from the negligent or intentional acts or omissions of the District, its officers, agents or employees.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss. F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses G. Neither Party assumes liability for the accuracy of the data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the extent caused by the indemnified Party's gross negligencenegligence or willful misconduct, bad faiththe Party providing services hereunder, willful misconduct its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. 11.1 Each Party will be responsible and assumes its own liability for any loss, claim, harm, injury, expense, action or damage (the collectively “Indemnifying PartyClaims”) agreeswhich may arise as a result of its acts, at omissions, negligence and misconduct, and/or that of its expense, to defend, indemnify and hold the other Party, its affiliatesdirectors, officers, directorsemployees, employees agents and agents (collectivelysubcontractors, the “Indemnified Parties”)in connection with this DSA, harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees injuries (including death) to persons, damage to property and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages Claims that may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except arise as a result of such Indemnified Partythat party’s gross negligenceuse of PHI. 11.2 Each party shall indemnify, bad faithdefend and hold harmless each other party and its respective directors, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of officers, and employees from any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except and all Claims to the extent related arising from or contributed to the gross negligenceby indemnifying party’s acts, bad faithomissions, negligence and willful misconduct or reckless disregard misconduct, including that of its duties employees, contractors, agents and administrative services. 11.3 The indemnified party will promptly notify the ETHP Privacy Steering Committee and other indemnifying parties of any Claim in respect of which the above indemnity may apply, and of which the indemnified party has knowledge, and the indemnified parties will co-operate reasonably with the indemnifying party in the defense of any such Claim. 11.4 No Claim will be settled or compromised by the indemnifying party without first consulting with the indemnified party’s legal representative, and provided that any such settlement or compromise cannot materially prejudice the indemnified party without the indemnified party’s prior written consent. 11.5 Except in respect of a third-party Claim, in no event shall a party, or its respective directors, officers, employees, agents or subcontractors, be liable to any other party for any claim for punitive, exemplary, aggravated, indirect, or consequential damages, including damages for loss of profits, revenue, or business opportunity, or failure to realize expected savings, howsoever derived, and even if the party was advised of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination possibility of this Agreementsuch damages.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with the any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s performance 's conduct was unlawful. The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or execution hereof except as a result other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Member regarding any matter which this Agreement provides is in the discretion or sole discretion of the Member shall be conclusively deemed not to constitute fraud, gross negligence, willful misconduct or willful violation of law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified Parties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section I6(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. The rights granted under this Section 16 shall survive the termination, dissolution and winding up of the Company. (e) The term "Indemnified Party" means the Member and each Officer. The rights of each Indemnified Party under this Section 16 shall inure to the benefit of the successors, assigns, heirs and personal representatives of such Indemnified Party’s gross negligence. However, bad faithit is expressly understood and agreed that no party who is an Officer shall have any right of exculpation, willful misconduct indemnification or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of otherwise under this Section 16 with respect to any action or proceeding related omission taken or suffered by such party at any time after such party ceases to be an Officer (whether the transaction contemplated hereby shall action resulting in such party ceasing to be effective unless it also contains an unconditional release Officer is voluntary, involuntary or otherwise), or in respect of any controversy relating in any respect to such party's ceasing to be an Officer, or in respect of any claim or cause of action against the Company (other than in connection with enforcing such party's rights against the Company under this Section 16), the Member or any affiliate of the Indemnified Party except to the extent related to the gross negligenceMember, bad faith, willful misconduct or reckless disregard of its duties any of the Indemnified Party. Notwithstanding anything to members, partners, stockholders, directors, managers, officers, employees, agents or other representatives of any of the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementforegoing.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION IX, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, Version: 11/1/03 [cccs Amendment 11 of 25] PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”OR LOST PROFITS SUFFERED BY THE OTHER PARTY), harmless from any and all claimsREGARDLESS OF THE FORM OF ACTION, demandsWHETHER IN CONTRACT, damagesWARRANTY, costsSTRICT LIABILITY, expensesOR TORT, suitsINCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement, consequential nor shall either party hold liable any other telecommunications company providing a portion of a service under this Agreement for any act or punitive omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party's terminal location, POI nor customer's premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party's gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party's acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other party's own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with facilities or equipment furnished by either party or either party's customer; 3) any claim, loss, or damage claimed by a customer of either party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party's liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney's fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each Party ([Option One: The model clause below places responsibility on the “Indemnifying Party”) agreesCity to indemnify the Dis- trict for any liability as a result of personal injury or property damage or damage to District property, at its expense, to defend, unless the damage is caused by the negligence or willful misconduct of District em- ployees.] The City shall indemnify and hold harmless, the other PartyDistrict, its affiliatesBoard, officers, directors, employees and agents (collectively, the “Indemnified School Parties” and individually, a “School Party”)) from, harmless from any and if re- quested, shall defend them against all claimsliabilities, demandsobligations, losses, damages, costsjudgments, costs or expenses, suits, actions, liabilities and losses (including, without limitation, including reasonable attorneys’ legal fees and expensescosts of investigation (collectively “Losses”) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence(a) personal injury or property damage caused by any act or omission during the Public Access Hours; or (b) any damage to any District property as a result of ac- cess granted pursuant to this Agreement; provided, bad faithhowever, the City shall not be obligated to indemnify the School Parties to the extent any Loss arises out of the negligence or willful misconduct of the School Parties. In any action or reckless disregard of its duties. No compromise or settlement proceeding brought against a School Party indemnified by the Indemnifying Party City hereunder, the City shall have the right to select the attorneys to de- fend the claim, to control the defense and to determine the settlement or compromise of any action or proceeding related proceeding, provided that the applicable School Party shall have the right, but not the obligation, to participate in the defense of any such claim at its sole cost. With respect to damage to District facilities, remediation will be provided at the full cost of replacement or repair to the transaction contemplated hereby facility, as applicable. [Option Two: The model mutual indemnity clause below provides for each party to pay for their share of liability.] a. The City shall be effective unless it also contains an unconditional release defend, indemnify, and hold the District, its officers, employees and agents, harmless from and against any and all liability, loss, expense, attorneys’ fees or claims for injury or damages, arising out of the Indemnified Party except performance of this Agreement, but only in propor- tion to and to the extent related to such liability, loss, expense, attorneys’ fees, or claims for injury are caused by or result from the gross negligence, bad faith, willful misconduct negligent or reckless disregard of its duties intentional acts or omissions of the Indemnified Party. Notwithstanding anything to City, its officers, agents, or employees. b. The District shall defend, indemnify, and hold the contrary hereinCity, its officers, employees and agents, harmless from and against any and all liability, loss, expense, attorneys’ fees or claims for injury or damages, arising out of the indemnification obligations under this paragraph shall survive the termination performance of this Agreement, but only in propor- tion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury are caused by or result from the negligent or intentional acts or omissions of the District, its officers, agents or employees.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, incidental, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with the Indemnified Partyfacilities or equipment furnished by either party or either party’s performance customer; 3) any claim, loss, or execution hereof except as damage claimed by a result customer of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement either party arising from services provided by the Indemnifying Party other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. X. Xxxxxxx party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.