Common use of Liability and Indemnity Clause in Contracts

Liability and Indemnity. 10.1 Neither Party will be liable for any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable Buyer shall indemnify, defend, HOLD and save harmless the Seller Indemnitees from and against any and all Claims and Losses of Third Parties for loss of or damage to any act property whatsoever or omission for injury, including fatal injury, and death to any person whatsoever that arise out of the other Party or are connected with actions or omissions in the furnishing performance by Buyer of its obligations under this Agreement, or that Partyarise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Buyer, Buyer’s service customers, or their respective Affiliates or their contractors or carriers of any tier, of any Fuel after such Fuel has been delivered to its customers. 10.2 To the Delivery Point, except in each case to the extent not prohibited caused by law or tariff and except as otherwise provided in Seller’s breach of the Agreement, each Party will indemnify, defend and hold harmless or the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees Seller or agentsany Seller Indemnitee. 10.4 Carrier will reimburse Citizens 10.2 Seller shall indemnify, defend and save harmless the Buyer Indemnitees from and against any and all Claims and Losses of Third Parties for damages loss of or damage to facilities any property whatsoever or for injury, including fatal injury, and death to any person whatsoever that arise out of Citizens provided or are connected with actions or omissions in the performance by Seller of its obligations under this Agreement if Agreement, or that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Seller or its Affiliates or their contractors or carriers of any tier, of any Fuel prior to the time such Fuel has been delivered to the Delivery Point, except in each case to the extent caused by Buyer’s breach of the Agreement, the negligence or willful act misconduct of Carrier Buyer or due any Buyer Indemnitee. 10.3 The liability of Seller for any loss, damage, claim or other expenditure arising from Seller failing to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against perform its obligations under the person causing such damage and Carrier will Agreement shall be subrogated to Citizens right to recover for the damages limited to the extent prompt refund of such paymentthe price of an affected delivery or (at Seller’s option), the replacement of affected Fuel at no additional cost to Buyer. The preceding sentence and limitations shall not apply in relation to any indemnities owed by the Seller to the Buyer, including under preceding Section 10.2. 10.5 Each 10.4 Notwithstanding anything to the contrary in these General Terms and Conditions or the Agreement, neither Party will reimburse shall, under any circumstances, be liable to the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (consequential, incidental, special, punitive, or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them exemplary damages arising out of or related to the connection arrangements and interchange of traffic transactions contemplated under this Agreement, including, without limitationbut not limited to, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim lost profits or loss pursuant of business, or business interruption damages, even if apprised of the likelihood of such damages occurring, and regardless of whether available in tort or agreement or by statute. These limitations shall apply even if it causes a remedy in this Agreement to have failed of its essential purpose. the limitations of this Section 10.4 shall not prevent the recovery through the indemnification provisions of this Article 10 arising out of consequential, incidental, special, punitive, or exemplary damages suffered by and paid to a single incident, where Third Party by an indemnified Party (excluding Third Party customers of an indemnified Party) as a result of actions included in the amount in controversy is less than one hundred dollars ($100.00)protection afforded by the indemnification provisions of Article 10.

Liability and Indemnity. 10.1 Neither Party will EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be liable for suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any act other persons lawfully on or omission of about the other Party in the furnishing of that Party’s service convention premises. EXHIBITOR agrees to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any lossand all liabilities, costobligations, claimlosses, injury damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or liability brought by a person not a Party under disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. Such indemnity only extends EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the comparative degree provisions of negligence attributable this section. Proof of such insurance shall be provided to the indemnifying PartyJUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens JUMP$TART will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilitiesfees paid hereunder, services or arrangements less expenses incurred by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensJUMP$TART, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entityincluding advertising, other than Citizensadministration and related expenses. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will Under no circumstances shall JUMP$TART be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party liable for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the reimbursing Party’s actions (CONFERENCE or to that of its agents or employees), except to the extent that such loss is due to the regarding any other Party’s comparative negligencematters. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will 9.1 The Bank and its Representatives shall only be liable for any act loss, damage, cost or omission expense suffered by the Customer caused as a direct result of its or their gross negligence or willful default. Neither the Bank nor its Representatives are liable for any other direct or indirect loss or damage suffered or incurred by the Customer irrespective of whether the Bank or its Representatives had been advised of the other Party in the furnishing possibility of that Party’s service to its customers. 10.2 To the extent not prohibited by law such loss or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party damage or arising from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance breach of this Agreement. Such indemnity only extends In any event the total aggregate liability of the Bank and its Representatives for any and all loss, damage, cost or expense shall be limited to the comparative degree of negligence attributable Customer Fees paid by the Customer for the immediately preceding calendar year in which the loss or damage has incurred. 9.2 The Customer shall be liable for (i) any action taken by any User under this Agreement and for Instructions issued by a person to whom information relating to the indemnifying Party, as determined by state law negligence standards. 10.3 To Entitled Rights and use of the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused Services has been disclosed by the sole or comparative negligence or willful misconduct of CitizensCustomer, its employees or agents, and (ii) compliance with, the terms of this Agreement and, any other instruction given to the Customer by the Bank from time to time with respect to the Services, and for any loss, damage, liability, cost and expenses that the Bank may suffer as a result of the Customer breach of this Agreement and failure by the Customer to comply with the requirements of the Bank or the terms of this Agreement. 10.4 Carrier will reimburse Citizens for damages 9.3 The Customer hereby agrees and undertakes to facilities protect, defend, hold harmless, indemnify and keep the Bank fully indemnified of, from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, causes of Citizens provided under action, costs and expenses of any kind and nature whatsoever that may be imposed on or asserted against or incurred or suffered or sustained by the Bank or its Representatives directly or indirectly as a result of or in consequence of the (i) Bank's compliance with the Instructions, (ii) the use of the Services by the Customer, or (iii) any breach of the terms of this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of Customer. 9.4 The Customer also fully and irrevocably waives, releases, discharges and relinquishes the Bank from any facilities or equipment provided to Carrier by an entityand all claims, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim obligations and rights that the Customer may have against the person causing such damage and Carrier will be subrogated to Citizens right to recover for Bank under the damages to the extent of such paymentlaw or otherwise. 10.5 Each Party will reimburse 9.5 The Bank does not warrant that the other Party for any loss information available through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (Services is accurate, sufficient or to that of its agents error free or employees), except to the extent that such loss information is due current and up to date at the other Party’s comparative negligencetime it is accessed. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will YISSUM MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE STUDY. IN PARTICULAR, YISSUM MAKES NO WARRANTIES THAT ANY RESULTS OR INVENTIONS WILL BE ACHIEVED BY THE STUDY, OR THAT THE RESULTS, IF ANY, ARE OR WILL BE COMMERCIALLY EXPLOITABLE OR THAT THE RESULTS PATENTS, IF ANY, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. YISSUM SHALL HAVE NO LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE USE OF THE RESULTS. 10.2 The Company shall be liable for any act loss, injury or omission damage whatsoever caused to its employees or to any person acting on its behalf or to the employees of Yissum, the University, or to any person acting on their behalf, or to any third party by reason of the other Party in Company’s acts or omissions pursuant to this Agreement or by reason of any use made of the furnishing of that Party’s service to its customersResults. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement10.3 The Company undertakes to compensate, each Party will indemnify, defend and hold harmless Yissum and the other Party from University, or any lossperson acting on their behalf, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claimsany of their employees or representatives (the “Indemnitees”) against any liability including, actions for infringement without limitation, product liability, damage, loss or expenses, including reasonable legal fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of copyright and/or unauthorized its acts or omissions or which derive from the Company’s use of program material, libel and slander actions based on the content of communicationsResults. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will OCCUPANT agrees to conduct its activities in FACILITY in a careful and safe manner. As a material part of the consideration to DISTRICT, OCCUPANT hereby assumes all risk of damage to and loss or theft of property, as well as injury or death to persons, related in any way to OCCUPANT's use or occupancy of any portion of FACILITY from any cause whatsoever, including from communicable diseases, whether caused in whole or in part by DISTRICT, and OCCUPANT hereby waives all claims against DISTRICT relating in any way to OCCUPANT’S use of FACILITY. OCCUPANT shall defend, indemnify, and save harmless DISTRICT and all of its board members, employees, agents, insurers, and representatives from any and all claims, notices of claim(s), demands, suits, actions, proceedings, loss, cost, and damages of every kind and description, including any attorney's fees and/or litigation expenses, which may be liable brought or made against or incurred by DISTRICT, on account of loss of or damages to any property and/or for injuries to or the death of any person(s) arising in whole or in part out of any act or omission by DISTRICT or its board members, employees, agents, representatives, invitees, or subcontractors, or arising in whole or in part out of the other Party in the furnishing OCCUPANT’S use of that Party’s service FACILITY, including but not limited to its customers. 10.2 To the extent not prohibited by law or tariff workers' compensation claims and except as otherwise provided in the Agreementunemployment disability compensation claims of employees of OCCUPANT. OCCUPANT’S obligation to defend, each Party will indemnify, defend and hold save harmless the other Party from any DISTRICT extends to claims, notices of claim(s), demands, suits, actions, proceedings, loss, cost, claimand damages arising from a communicable disease infection including, injury or liability brought by a person but not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct limited to, COVID-19. Unless agreed to in writing prior to use of the indemnifying Party FACILITY, OCCUPANT understands that the DISTRICT will not provide security services for OCCUPANT’s personnel, volunteers, and invitees during the use of the FACILLITY. Accordingly, absent a written agreement to the contrary, OCCUPANT agrees and acknowledges that the DISTRICT is not responsible for protecting OCCUPANT’s personnel, volunteers, and invitees from threats, assaults, criminal acts, intrusion, terrorist or other attacks, acts of violence, and other similar incidents or risks of harm or injury. Moreover, OCCUPANT agrees and acknowledges that the DISTRICT is not responsible for the loss, damage, or theft of property belonging to or brought to the FACILITY by OCCUPANT or OCCUPANT’s personnel, volunteers, and invitees. Accordingly, OCCUPANT agrees to defend, indemnify, and hold the DISTRICT and its employeesrepresentatives harmless in connection with any and all claims asserted by or on behalf of OCCUPANT and/or any personnel, agents volunteers, and invitees of OCCUPANT relating to injury to person or contractors property occurring because of, during, or in connection with the performance use, occupancy, and/or presence of this Agreement. Such indemnity only extends anyone or anything in or upon the FACILITY, whether or not such injury is alleged to be the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out fault of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communicationsDISTRICT—in whole or in part. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be The Licensee acknowledges that it uses the Intellectual Property at its own risk and acts on the basis of any advice given by the Licensor at its own risk. 10.2 The Licensee agrees that any employee or agent of the Licensor providing advice on behalf of the Licensor is not liable for any act loss, damage or omission injury occasioned to the Licensee arising from or caused by the use, implementation or provision of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law Intellectual Property, advice or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party support under this Agreement which is proximately caused or the use made of them by the negligent acts Licensee or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsfrom any other reason whatsoever. 10.3 To The Licensee indemnifies and agrees to keep the extent not prohibited by law or tariffLicensor indemnified against any actions, Citizens will reimburse Carrier for damages to premises or equipment suits, claims, demands, proceedings, losses, damages, compensation, sums of Carrier resulting from the installation or removal of facilitiesmoney, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage costs (including solicitor and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employeesclient costs), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them charges and expenses arising out of the use, reproduction, marketing or implementation of the Programme by the Licensee, its servants or agents. The defence of any litigation to which this clause applies is under the control of the Licensee, its solicitors and counsel and all legal costs and expenses of any such litigation are borne by the Licensee. The Licensor, its solicitors and counsel may participate in such litigation at the expense of the Licensor. 10.4 The Licensor warrants that the use of any or all of the Intellectual Property according to the Terms and conditions of this Agreement will not result in the infringements of proprietary rights of Armadale, Serpentine-Jarrahdale or third parties. 10.5 The Licensor indemnifies the Licensee against any losses, costs, actions, claims, demands, expenses, judgments, court orders or other liabilities arising directly or indirectly out of or in connection arrangements and interchange with any claim made or threatened, whether by legal proceedings or otherwise, against the Licensee by Armadale, Serpentine-Jarrahdale or a third party on the grounds that by virtue of traffic includingrights to which such third party lays claim, under letters patent or copyright (whether registered as a design or not) or any other similar right or claim including (but without limitation) rights arising from the disclosure under cover of confidence, Workers Compensation claims, actions for infringement of copyright and/or unauthorized such third party is entitled to prevent or interfere with the free use of program material, libel and slander actions based on any or all of the content of communications. 10.7 Neither Party will be required to reimburse Intellectual Property by the other for any claim or loss Licensee pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)Agreement.

Liability and Indemnity. 10.1 Neither Party will 13.1. Each of FCR, FRANCE TELECOM and ELETTRA shall be liable for any act all direct damages to persons or omission of the other Party property arising in the furnishing discharge of that Party’s service its obligations under this Agreement to its customers. 10.2 To the extent not prohibited by law that such damages have resulted from the intentional or tariff and except as otherwise provided in the Agreementnegligent acts or omissions of FCR, each Party will indemnifyFRANCE TELECOM or ELETTRA, defend its Agents or Employees. FCR, FRANCE TELECOM or ELETTRA shall indemnify and hold harmless the other Party from any lossMaintenance Authority concerned against all claims, costactions, claimdemands, injury or liability brought by a person not a Party judgements for such direct damages. 13.2. Each Maintenance Authority shall be liable for all direct damages to persons or property arising in the discharge of its obligations under this Agreement which is proximately caused by to the extent that such damages have resulted from the intentional or negligent acts or omissions or willful misconduct of the indemnifying Party Maintenance Authority, its Agents or its employees, agents or contractors in connection with the performance of this AgreementEmployees. Such indemnity only extends Maintenance Authority shall indemnify and hold harmless FCR, FRANCE TELECOM or ELETTRA, as appropriate, against all claims, actions, demands or judgements for such direct damages. 13.3. Each of FCR, FRANCE TELECOM, or ELETTRA shall be liable for injury or damages to persons or property sustained by its Employees or Agents in the course of their employment or agency to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent that such injury or damages are not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act intentional acts or omissions of Carrier a Maintenance Authority and to that extent will indemnify and hold harmless the Maintenance Authorities against all claims, actions, demands, or due to malfunction judgement for damages sustained by employees or Agents of any facilities FCR, FRANCE TELECOM or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages ELETTRA except to the extent that such claims, actions, demands and judgements arise out of such paymentthe negligence or intentional acts of a Maintenance Authority. 10.5 Each 13.4. The Central Billing Party will reimburse shall exercise due care, diligence and promptness in the other discharge of its duties and the Parties jointly shall indemnify and hold harmless the Central Billing Party for against any loss through theft claims, actions, demands or judgements arising out of facilities provided the Central Billing Party's performance, purported performance or nonperformance of its function under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees)Agreement, except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suitclaim, claim actions, demands or demand by third persons against either or both of them arising judgements arise out of the connection arrangements and interchange negligence or intentional acts or omissions of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communicationsCentral Billing Party. 10.7 Neither 13.5. Except as stated in Articles 13.1., 13.2., 13.3. and 13.4., no party shall be liable for any other damages suffered by any Party will nor shall any Party be required to reimburse indemnify or hold harmless any other Party against claims made by any person or entity against any Party for damages arising from the acts or omissions of any other for any claim or loss pursuant to Party in the discharge of their respective obligations under this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)Agreement.

Liability and Indemnity. 10.1 Neither Party will 9.1 TÜV SÜD undertakes to exercise due care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence. 9.2 Nothing in these Standard Terms and Conditions shall exclude or limit TÜV SÜD liability to the Client for death or personal injury or for fraud or any other matter resulting from TÜV SÜD negligence for which it would be illegal to exclude or limit its liability. 9.3 Subject to clause 9.2, the total liability of TÜV SÜD to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising shall be limited, in respect of any one event or series of connected events, to an amount equal to the fees paid to TÜV SÜD under the Contract (excluding Goods and Service Tax thereon). 9.4 Subject to clause 9.2, TÜV SÜD shall have no liability to the Client for claim for loss, damage or expense unless arbitral proceedings are commenced within one year after the date of the performance by TÜV SÜD of the service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed. 9.5 TÜV SÜD shall not be liable to the Client nor to any third party: (a) for any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury damage or liability brought expense arising from (i) a failure by a person Client to comply with any of its obligations herein (ii) any actions taken or not a Party under this Agreement which is proximately caused by taken on the negligent acts or omissions or willful misconduct basis of the indemnifying Party Reports or the Certificates; and (iii) any incorrect results, Reports or Certificates arising from unclear, erroneous, incomplete, misleading or false information provided to TÜV SÜD. 9.6 Except for cases of proven negligence or fraud by TÜV SÜD, the Client further agrees to hold harmless and indemnify TÜV SÜD and its officers, employees, agents or contractors subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising (i) relating to the performance, purported performance or non-performance, of the Services or (ii) out of or in connection with the performance of this Agreement. Such indemnity only extends to Client's product, process or service the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out subject of the connection arrangements and interchange of traffic certification (including, without limitation, Workers Compensation product liability claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications). 10.7 Neither Party will be required 9.7 Each party shall take out adequate insurance to reimburse cover its liabilities under the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)Contract.

Liability and Indemnity. 10.1 Neither Party will 9.1 TÜV SÜD undertakes to exercise due care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence. 9.2 Nothing in these Standard Terms and Conditions shall exclude or limit TÜV SÜD liability to the Client for death or personal injury or for fraud or any other matter resulting from TÜV SÜD negligence for which it would be illegal to exclude or limit its liability. 9.3 Subject to clause 9.2, the total liability of TÜV SÜD to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising shall be limited, in respect of any one event or series of connected events, to an amount equal to the fees paid to TÜV SÜD under the Contract (excluding Goods and Service Tax thereon). 9.4 Subject to clause 9.2, TÜV SÜD shall have no liability to the Client for claim for loss, damage or expense unless arbitral proceedings are commenced within six months after the date of the performance by TÜV SÜD of the service which gives rise to the claim or in the event of any alleged non-performance within six months from the date when such service should have been completed. 9.5 TÜV SÜD shall not be liable to the Client nor to any third party: (a) for any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury damage or liability brought expense arising from (i) a failure by a person Client to comply with any of its obligations herein (ii) any actions taken or not a Party under this Agreement which is proximately caused by taken on the negligent acts or omissions or willful misconduct basis of the indemnifying Party Reports; and (iii) any incorrect results, Reports arising from unclear, erroneous, incomplete, misleading or false information provided to TÜV SÜD. 9.6 Except for cases of proven negligence or fraud by TÜV SÜD, the Client further agrees to hold harmless and indemnify TÜV SÜD and its officers, employees, agents or contractors subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising (i) relating to the performance, purported performance or non-performance, of the Services or (ii) out of or in connection with the performance of this Agreement. Such indemnity only extends to Client's product, process or service the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out subject of the connection arrangements and interchange of traffic certification (including, without limitation, Workers Compensation product liability claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications). 10.7 Neither Party will be required 9.7 Each party shall take out adequate insurance to reimburse cover its liabilities under the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)Contract.

Liability and Indemnity. 10.1 Neither Party 14.1 In respect of online Publications, due to the nature of the Internet, no warranty or guarantee is given of uninterrupted or error-free running or that the Publication will be available at all times. 14.2 You are responsible for checking and ensuring the correctness of the Advertisement (and of each insertion of the Advertisement if more than one). Sunday and the Publisher therefore assume no responsibility for an error in an Advertisement or for the repetition of an error in an Advertisement ordered for more than one insertion. 14.3 We do not warrant the date of the listing of the Advertisement, the wording, or the quality of the logo reproduction in the Advertisement. 14.4 Sunday or the Publisher will not be liable for any loss of copy, artwork, photographs or other materials. 14.5 We are under no obligation to supply voucher copies or tearsheets. 14.6 While all reasonable endeavours will be made to forward to you, or as you may direct, any replies to the Advertisement or any box numbers as soon as possible after they have been received by us, we accept no responsibility in respect of any loss or damage alleged to have arisen through delay in forwarding or omitting to forward such replies. 14.7 The aggregate and entire liability of Sunday and the Publisher arising out of or under the Agreement whether based in contract, tort, negligence or any other cause of action shall be limited to an amount equal to the Fee paid by the Buyer in respect of the Advertisement to which the liability relates or (in an appropriate instance) to the publishing of the Advertisement for a second time without charge. 14.8 Neither Sunday or the Publisher will in any event be liable (whether such liability is based in contract, tort, negligence or any other cause of action) for any loss of profit, production, anticipated savings, goodwill or business opportunities or any type of indirect, economic or consequential loss even if that loss or damage was reasonably foreseeable. 14.9 Nothing in these Terms shall exclude or limit our liability or that of the Publisher for fraudulent misrepresentation or death or personal injury resulting from Sunday’s or the Publisher’s negligence. 14.10 Without prejudice to any other right or remedy available to us, you shall fully and promptly indemnify Sunday and the Publisher against all damages, proceedings, claims, demands, liabilities, losses, charges, costs and expenses which they may suffer or incur in connection with the Advertisement, any breach by you of the warranties at paragraph 12 or paragraph 15.2, the negligent or wrongful act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law you or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its your employees, agents or sub-contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused any claim made by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons Advertiser against either or both of them arising out from the Agreement or the publication of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on Advertisement in the content of communicationsPublication. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party 14.1. The Client will indemnify and keep the Shiploader indemnified against all costs, consequences and liability whatsoever and which is not caused by or contributed to by the Shiploader. 14.2. The Shiploader will only be liable for failing to load the Grains onto the Vessel if such failure is: (a) as a result of a material breach of this Agreement by the Shiploader (or the Shiploader’s employees, representatives); (b) as a result of fraudulent or unexplained physical stock shortage; or (c) as a result of a quality defect caused by the Shiploader's (or the Shiploader’s employees, representatives) negligence, wilful default, or wilful misconduct. 14.3. It is agreed that the Shiploader will not be liable for any act other loss or omission damage, and the Client irrevocably waives any actions arising out of or in connection with and such loss or damage, including but not limited to: (a) any special or unusual event or any natural process (as determined by the other Party Shiploader acting reasonably) causing loss or damage to the Grains; (b) any loss or damage arising out of or related to the incidence or effect or both of any delays in the furnishing loading or unloading of that Partytrains, trucks, containers or ships unless such delays are caused by the Shiploader's (or the Shiploader’s service employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (c) any loss or damage arising out of or related to its customers.comingling of different Grades of Grain unless such comingling is caused by the Shiploader's (or the Shiploader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; 10.2 To (d) the extent natural deterioration of Grain; (e) in respect of any loss or damage arising out of or related to any quality or quantity deficiencies; (f) any loss or damage arising out of or related to Grain passing or failing to pass inspection by any surveyor, officer or inspector (if not prohibited the Shiploader’s employees or representatives); (g) any loss or damage arising out of or related to toxic or other chemical residues, other contamination or genetic modification unless caused by law the Shiploader's (or tariff and except the Shiploader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (h) any indirect or consequential loss (including but without limitation loss of profit, loss of opportunity or loss of reputation), cost, damage or expense suffered or incurred directly or indirectly by the Client as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from a result of any loss or downgrade of or damage to Grain however caused (including without limitation any loss, cost, claim, injury damage or liability brought expense caused by a person not a Party the failure of the Shiploader to comply with any of its obligations under this Agreement which is proximately caused by or any negligent act or omission on the negligent acts or omissions or willful misconduct part of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensShiploader, its employees or agents). 10.4 Carrier will reimburse Citizens for damages to facilities 14.4. In any event, the Shiploader’s liability in respect of Citizens provided providing the Port Terminal Services under this Agreement if caused by the negligence whether in tort or willful act of Carrier in contract or due to malfunction otherwise, will not exceed $100,000 in respect of any facilities one event or equipment provided to Carrier $250,000 in aggregate. 14.5. To the extent permitted by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against law the person causing such damage Shiploader excludes all conditions and Carrier will be subrogated to Citizens right to recover for the damages warranties implied at law or by statute relating to the extent obligations of such paymentthe Shiploader under this Agreement. 10.5 Each Party will reimburse the other Party for 14.6. The Shiploader’s liability under any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions non-excludable implied condition or warranty is limited to: (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other a) in the defense case of any suitservices, claim or demand by third persons against either or both of them arising out the lowest of the connection arrangements costs of supplying the services again and interchange having the services supplied again; and (b) in the case of traffic includinggoods, without limitationthe lowest of the costs of replacing the goods, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel acquiring equivalent goods and slander actions based on having the content of communicationsgoods repaired. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable 12.1 Client agrees that SHKFX or any member of the Group or any of their respective officers, employees or agents shall not have any liability whatsoever (other than those resulting from fraud, wilful default or a breach of Clause 3.4 on the part of SHKFX or such member of the Group) for any loss, expense or damage which Client may incur as a result of the performance or failure to perform this Agreement or as a result of any act or omission of any third party (whether or not appointed by SHKFX or any member of the other Party Group) or howsoever arising out of any cause beyond the control of SHKFX or any member of the Group. Further, SHKFX and each member of the Group and each of their respective officers, employees or agents accept no liability as a result of compliance with any applicable Regulatory Rules. This Clause 12.1, however, shall not be construed as in any way binding any member of the furnishing Group to comply with any provision of that Party’s service to its customersthis Agreement unless otherwise explicitly agreed by such member of the Group. 10.2 To 12.2 Client undertakes with SHKFX (for itself and for the extent not prohibited by law or tariff purpose of this indemnity, as trustee for each Indemnified Person (defined below)) to indemnify and except as otherwise provided in the Agreementto keep indemnified SHKFX, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct members of the indemnifying Party Group and their respective officers, employees and agents (each an “Indemnified Person”) on a full indemnity basis from and against all losses, damages, interest costs, actions, demands, claims, proceedings, expenses, costs and liabilities of whatsoever nature (other than those resulting from fraud or its employeeswilful default on the part of SHKFX or any member of the Group) incurred, agents suffered or contractors sustained by or made or brought against or threatened to be made or brought against each Indemnified Person directly or indirectly arising out of or in connection with the performance of any act or exercise of any right or discretion or any inaction taken or chosen by or for SHKFX and/or any member of the Group pursuant to this Agreement. Such indemnity only extends to the comparative degree , or arising directly or indirectly from an Event of negligence attributable to the indemnifying PartyDefault, as determined or any act or omission by state law negligence standards. 10.3 To the extent Client whether or not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment constituting a breach of Carrier resulting from the installation or removal any of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided obligations under this Agreement if caused or directly or indirectly as a consequence of reliance on any representation stated in this Agreement or the Account Application or any information provided by or for Client or directly or indirectly as a result of acting on any instruction, signature, instrument, notice, resolution, request, certificate, report or other document believed to be signed or given by the negligence proper party(ies), whether the same is given verbally or willful act of Carrier in written form and whether the same is an original, facsimiled or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such paymentelectronic copy. 10.5 Each Party will reimburse the other Party for 12.3 If any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees)claim is made against SHKFX, except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out member of the Group and/or Client in connection arrangements and interchange with this Agreement, SHKFX and/or such member of traffic the Group may, without prejudice to Clause 12.1 above, take any such steps at its/their discretion, including, without limitation, Workers Compensation claimsthe withholding of payment or delivery to Client of any money and/or other property. 12.4 Client acknowledges that handling of Client’s Account(s) by any person or party other than the Client must be properly documented as prescribed by SHKFX from time to time (for example, actions in relation to giving of trading instructions, by completion of the relevant prescribed form applicable to Authorized Person or Authorized Third Party, as the case may be). Discretionary handling of clients’ accounts by SHKFX’s representatives is generally not permitted by SHKFX policy (and that if exception is granted it must be properly documented in a further SHKFX discretionary account agreement with a power of attorney). Client covenants not to hold SHKFX responsible in any way, and shall indemnify SHKFX, for infringement all and any loss, damage, interest, cost, action, demand, claim, liability, expense or proceeding of copyright and/or unauthorized use of program materialany nature whatsoever relating to or resulting from the Client’s instruction, libel and slander actions based permission, acquiescence or approval to, or arrangement or understanding with, any SHKFX representative or any person or party other than the Client (whether explicit or tacit) to conduct discretionary trading on the content Account or other handling in respect of communicationsthe Client’s Account(s) or Client’s money. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will 5.1 LGC shall perform the Services with reasonable care and skill. Except to the extent that LGC can be shown to have been negligent in carrying out the Services or in providing information or advice to the Customer, LGC accepts no responsibility for the use made of any information or advice arising therefrom by the Customer or any third party. 5.2 The aggregate liability of LGC under this Agreement shall be limited to the value of the Services and the Customer shall have a duty to mitigate any loss suffered by it pursuant hereto. In no event shall LGC be liable for loss of profits, loss of business or revenue, loss or corruption of data, loss of opportunity, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with this Agreement. Nothing in this Agreement shall exclude or limit LGC’s liability for death or personal injury caused by the negligence of LGC, its employees or agents or for fraudulent misrepresentation. 5.3 LGC SPECIFICALLY EXCLUDES LIABILITY FOR CUSTOMER TRAVEL, ACCOMMODATION AND OTHER ANCILLARY EXPENSES IN THE EVENT THAT THE SERVICES ARE CANCELLED OR RESCHEDULED PURSUANT TO THIS AGREEMENT. WHILE LGC SHALL ENDEAVOUR TO PROVIDE AS MUCH NOTICE AS FEASIBLE PRIOR TO CANCELLATION OR RESCHEDULING, THE CUSTOMER IS ADVISED TO BEAR THIS IN MIND IN ITS TRAVEL AND ACCOMMODATION CHOICES. 5.4 LGC hereby excludes all conditions, warranties and stipulations statutory, express or implied (including any warranties relating to accuracy or completeness of a Training Course or that a Training Course is up-to-date and/or meets the Customer’s requirements) which would or might subsist in favour of the Customer except as expressly provided for in this Agreement or where the Customer is by law deemed to be a consumer. LGC further makes no warranties that any Training Course delivered electronically will be timely, secure, uninterrupted or error free. 5.5 Save insofar as LGC can be shown to have been negligent under clause 5.1, the Customer shall: (i) fully indemnify LGC and LGC’s Personnel against any loss, damage or injury (including injury resulting in death) to property or person sustained by (a) LGC and/or its Personnel, (b) the Customer and/or its Personnel, (c) Registered Delegates and (d) any third party, where such loss, damage or injury is caused by the negligent act or omission of the Customer, Customer’s Personnel or its Registered Delegates; (ii) fully indemnify LGC against all financial liability (including professional costs) suffered or incurred by LGC as a result of, or in connection with any third party claim brought against LGC resulting from death, injury, damage or loss occasioned by the use, operation, methods or other Party in results of the furnishing of that PartyServices; (b) fully indemnify LGC and LGC’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from Personnel against any loss, cost, claim, damage or injury or liability brought by arising as a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct result of the indemnifying Party Customer or its employees, agents or contractors in connection with the performance Registered Delegates’ breach of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsthese terms. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the 5.6 The Customer’s sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction remedy in respect of any facilities liability of LGC or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier its Personnel shall be in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such paymentdamages. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable Warranty obligations during the warranty periods Obligations for financial losses of purchasers Obligations of Registrant and Tarion for major structural defects 2.1 The Registrant shall diligently perform the obligations heretofore or hereafter imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any act non- performance or omission inadequate performance of such obligations, in whole or in part, at the other Party times, (and in the furnishing of that Party’s service to its customers. 10.2 To manner) as may be provided or contemplated by the extent not prohibited by law or tariff and except as otherwise provided in Act, the AgreementRegulations, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by and/or the negligent acts or omissions or willful misconduct Bulletins, provided written notice of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing Registrant, or relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). 2.2 The Registrant shall diligently perform the obligations of the Registrant under each purchase agreement heretofore or hereafter entered into by the Registrant relating to any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant). In the event of the failure of the Registrant to perform such damage and Carrier will be subrogated obligations, the Registrant shall pay to Citizens right each purchaser who has made a written claim to recover for Tarion (in respect of his or her purchase agreement with the damages Registrant) prior to the extent expiration of the applicable limitation period, the amount of the financial loss suffered by such purchaser plus, in the case of a condominium unit, deposit interest which is owing by the Registrant to the purchaser pursuant to the Condominium Act, and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Xxxxxx resulting from (or arising out of) any non- payment of such paymentfinancial loss amount and interest. 10.5 Each Party will reimburse 2.3 Without limiting the other Party for obligations of the Registrant to Tarion arising under 2.1 and 2.2 hereof, it is understood and agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any loss through theft major structural defect in any home in respect of facilities provided which the Registrant acted as Vendor (or that was enrolled by the Registrant), all in accordance with the Act and Regulations. Enforcement of obligations 2.4 Tarion shall not be obliged to proceed against the builder of any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), prior to proceeding to enforce the obligations of the Registrant under this Agreement on such Party’s premises attributable Agreement. Vendor obligation to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).retain Registered Builder

Liability and Indemnity. 10.1 Neither Party will 14.1 BPE shall use reasonable endeavours to ensure that the Temporary Worker has the required standard of qualification and experience; nevertheless, BPE shall not be liable for any Liabilities arising from and in connection with any failure on the part of the Temporary Worker to perform the Services nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill of the Temporary Worker howsoever arising. 14.2 The Client shall indemnify and keep indemnified BPE against Liabilities incurred directly or indirectly by BPE arising out of or in connection with any Temporary Placement or arising out of any breach of the Agreement by the Client or arising out of the Client’s failure to comply with the AWR or if the Temporary Worker is unfairly dismissed or subjected to a detriment, such as, without limitation, the termination of a Temporary Placement, by or as a result of any act or omission of the other Party Client or for any negligent or fraudulent act or omission of the Client, Candidate and/or Temporary Worker or for any infringement by the Client of BPE’s Intellectual Property Rights or as a result of the Client's breach of any of its obligations under this Agreement. 14.3 The Client understands and accepts that the decision whether to be introduced to a Candidate or supplied with a Temporary Worker or Engage any Candidate or Temporary Worker is made solely at the discretion of the Client. 14.4 BPE accepts no liability arising from a failure by BPE to introduce any Candidate to the Client. 14.5 The Client indemnifies BPE in the furnishing of event that Party’s service BPE incurs any Liabilities arising from the Client directing, supervising and/or controlling the manner in which the Contractor and/or its worker(s) provide services to its customersthe Client. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided 14.6 Nothing in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately limits or excludes the parties’ liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by law. 14.7 Subject to clause 14.5 BPE shall not be liable to the negligent acts Client, whether in contract, tort (including negligence), for breach of statutory duty, or omissions otherwise, arising under or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance this Agreement for: (a) loss of this Agreement. Such indemnity only extends profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; (f) loss of use or corruption of software, data or information; or (g) any indirect or consequential loss. 14.8 Subject to clause 14.5, BPE's total liability to the comparative degree Client, whether in contract, tort (including negligence), for breach of negligence attributable statutory duty, or otherwise, arising under or in connection with this Agreement in respect of all claims (connected or unconnected) in any 12 month period (from the Commencement Date), shall be limited to the indemnifying Party, as determined by state law negligence standards. 10.3 To equivalent of the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused total Fees paid by the sole or comparative negligence or willful misconduct of Citizens, its employees or agentsClient to BPE during the 12 month period in which such breach occurred. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will Lessee covenants and agrees to indemnify, hold harmless, save and defend Lessor from and against any and all loss, damage, claim, cost, charge or expense arising or resulting from: (i) Lessee's use of the Premises; (ii) the conduct of Lessee's business or anything else done or permitted by Lessee to be done in or about the Premises; (iii) any breach or default in the performance of Lessee's obligations under this Lease; or (iv) other acts or omissions of Lessee. Lessee shall defend Lessor against any such loss, damage, claim, cost, charge or expense at Lessee's sole cost and expense with counsel reasonably acceptable to Lessor or, at Lessor's election, Lessee shall reimburse Lessor for any legal fees or costs incurred by Lessor in connection with any such claim. As a material part of the consideration to be rendered to Lessor, Lessee hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause other than Lessor's negligence or willful misconduct and Lessee hereby waives all claims against Lessor and agrees to indemnify Lessor against all claims in respect thereof, except for any claim arising out of Lessor's negligence or willful misconduct. Lessee further covenants and agrees to indemnify, hold harmless, save and defend Lessor from and against any and all claims, liens, liability, loss or damage, including, but not limited to, costs, expenses, and attorneys' fees arising out of Lessee's obligations under the California Occupational Safety and Health Act or any similar laws or statutes pertaining to the provision of a safe place or safe equipment to employees. Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's business or any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Lessee, Lessee's employees, invitees, customers, or any other person in or about the Premises, nor shall Lessor be liable for injury to the person of Lessee, Lessee's employees, agents or contractors, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said damage or injury results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Lessee. Lessor shall not be liable for any damages arising from any act or omission neglect of any other lessee, if any, of the other Party building in which the furnishing of that Party’s service to its customersPremises are located. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will Warranty obligations during the warranty periods Obligations of Registrant and Tarion for major structural defects Obligations of Registrant if acting as a vendor 2.1 It is understood and agreed that where the Registrant builds a home for or on behalf of a vendor, whether or not such vendor is registered under the Act, then the Registrant shall be liable responsible for fulfilling each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any act or omission Bulletins, in respect of the other Party in construction of such home (and completion items) for which the furnishing of that Party’s service to its customers. 10.2 To Registrant has received payment, and the extent not prohibited Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by law Tarion resulting from (or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury arising out of) non-performance or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the inadequate performance of this Agreement. Such indemnity only extends to the comparative degree such work, in whole or in part, provided written notice of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing Registrant (or in respect of any home enrolled or that ought to have been enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). This paragraph shall not limit the right of Tarion to enforce obligations owed by the vendor of such damage home to Tarion. 2.2 Without limiting the generality of the foregoing, it is understood and Carrier will agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Xxxxxx resulting from (or arising out of) any major structural defect in any home enrolled (or that ought to have been enrolled) by the Registrant, all in accordance with the Act and Regulations. 2.3 It is further understood and agreed that in the event the Registrant acts as a vendor without registering with Tarion as a vendor (and without executing a Vendor Agreement) then the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any failure to perform or fulfil the obligations that the Registrant would have been obliged to fulfil had the Registrant registered as a vendor with Xxxxxx and executed a Vendor Agreement with Tarion. Enforcement of obligations 2.4 Tarion shall not be subrogated obliged to Citizens right proceed against the vendor of any home enrolled (or that ought to recover for have been enrolled) in respect of which the damages Registrant acted as a builder, prior to proceeding to enforce the obligations of the Registrant under this Agreement. Preservation of rights and claims against others 2.5 The Registrant shall preserve all assignable rights and claims that the Registrant may have against manufacturers, suppliers, vendors, builders, contractors, sub-contractors and others in respect of any major structural or other construction defect(s), or with respect to any contravention of the Ontario Building Code, in respect of any homes enrolled (or that ought to have been enrolled) by the Registrant, and in those circumstances where the Registrant is not diligently enforcing or pursuing such rights and claims, and to the extent permitted by law, the Registrant shall, forthwith upon the request of Tarion, assign and transfer all such payment. 10.5 Each Party will reimburse rights and claims to and in favour of Xxxxxx, and shall execute and deliver such assignments and other instruments and do such acts and things as Xxxxxx may reasonably require in order to enable Tarion to prosecute and enforce such rights and claims as fully and effectually as the same could be prosecuted and enforced by the Registrant. Administration fee 2.6 The Registrant shall pay to Tarion an administration fee equivalent to fifteen (15%) per cent (or such other Party for per cent as may be stipulated from time to time by the Regulations) of each amount paid out by Tarion to any loss through theft purchaser(s), homeowner(s) or third party contractor(s)/consultant(s) in respect of facilities provided under the obligations imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins. Interest on such Party’s premises attributable debt 2.7 The Registrant shall pay to Tarion interest on any amounts owed to Tarion by the reimbursing Party’s actions Registrant by virtue of the Act, the Regulations, this Agreement and/or the Bulletins, which interest shall accrue at the rate of eighteen (18%) per cent per annum, calculated annually, not in advance (or such other interest rate as may be stipulated from time to time by the Regulations) and accruing from and after the respective date(s) that of its agents any amount(s) is/are so due or employees)owing to Tarion, except to and until the extent date that all such loss is due amounts (together with all interest accrued thereon as aforesaid) have been fully paid or remitted to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out Tarion. Binding nature of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).Agreement

Liability and Indemnity. 10.1 Neither Party will (a) Notwithstanding anything else contained in this Agreement, the Maintenance Authorities shall not be liable responsible for any act loss of or omission damage to the property of the other Party Cableship Operators or of their Contractors and sub-Contractors, including the Cableships, or for personal injury or death of the employees of the Cableship Operators or the loss of or damage to the property of the same arising out of or in any way connected with the furnishing performance of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the this Agreement, each Party will indemnify, defend and hold harmless the other Party from any except if such loss, cost, claim, damage injury or liability brought by a person not a Party under this Agreement which death is proximately caused by the negligent acts wilful act or omissions or willful misconduct negligence of the indemnifying Party Maintenance Authorities, their employees or its employeesContractors. The Cableship Operators shall indemnify, agents protect, defend, hold harmless and waive all rights of recourse against the Maintenance Authorities from any and against all claims, costs, expenses, actions, proceedings, suits, demands and liabilities whatsoever arising out of or contractors in connection with such loss, damage, personal injury or death. (b) Notwithstanding anything else contained in this Agreement, the Cableship Operators shall not be responsible for loss of or damage to, or any liability arising out of any cable carried by the Cableships, the Property of the Maintenance Authorities (including the Scheduled Cables) or of their employees or Contractors (other than the Cableship Operators) or of anyone on board the Cableship or present in the Depot at the behest of the Maintenance Authorities, arising out of or in any way connected with the performance of this Agreement, except if such loss or damage is caused by the wilful act or negligence of the Cableships Operators. The Cableship Operators shall not be responsible for injury or death unless it is proved that such injury or death is caused by wilful act or negligence of the Cableship operators, their employees or Contractors. The Maintenance Authorities shall indemnify, protect, defend hold harmless and waive all rights of recourse against the Cableship Operators from any and against all claims, costs, expenses, actions, proceedings, suits, demands and liabilities whatsoever arising out of or in connection with such loss, damage, personal injury or death. (c) Neither the Cableships Operators nor the Maintenance Authorities shall be liable to each other for any indirect or consequential damages or expenses whatsoever arising out of or in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree , including but not limited to, loss of negligence attributable to the indemnifying Partyuse, as determined by state law negligence standardsloss of profit or revenue or any loss of business opportunity and cost of insurance. 10.3 To (d) When the extent not prohibited by law Cableship Operators or tariff, Citizens will reimburse Carrier for damages to premises or equipment the Maintenance Authorities may seek an indemnity under the provisions of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out respect of a single incidentclaim brought by a third party, where the amount in controversy is less than one hundred dollars ($100.00)Maintenance Authorities shall seek to limit their liability against such third party.

Liability and Indemnity. 10.1 Neither Party will Landlord shall not have any liability to ----------------------- Tenant or any of Tenant's officers, employees or agents for any damage or injury to person or property, or both, directly or indirectly caused by or arising from, in whole or in part, any act or failure to act of Landlord or any of Landlord's employees or agents, unless such damage or injury is the direct result of the negligence of Landlord or the failure of the Project to comply with applicable local, state, and federal regulations, including but not limited to the Americans With Disabilities Act, provided such was enacted subsequent to the delivery of Final Plans. Landlord shall have no personal liability with respect to any of the provisions of this Lease. If Landlord is in default with respect to its obligations under this Lease, Tenant shall look solely to the equity of Landlord in and to the Demised Premises for satisfaction of Tenant's remedies, if any. It is expressly understood and agreed that Landlord's liability under the terms of this Lease shall in no event exceed the amount of its interest in and to the Demised Premises. Such exculpation of personal liability is absolute and without exception whatsoever. All personal property brought into the Demised Premises by Tenant, or Tenant's employees, agents, or business visitors, shall be at the risk of Tenant only, and Landlord shall not be liable for theft thereof or any damage thereto occasioned by any act of co- tenants, occupants, invitees or omission other users of the Improvements or any other Party in person. Moreover, during the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff Lease Term, Tenant shall pay, and except as otherwise provided in the Agreementshall protect, each Party will indemnify, defend indemnify and hold harmless the other Party from Landlord and Landlord's beneficiaries, employees and agents from, against and in respect of, all liabilities, damages, losses, costs, expenses (including all reasonable attorneys' fees and expenses of Landlord), causes of action, suits, claims, demands and judgments of any lossnature whatsoever arising out of, cost, claim, injury by reason of or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsLease. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will Landlord shall not be liable to Tenant, Tenant's guests or other occupants or persons on the Premises for personal injury, property damage or other losses to such persons or their property caused by other persons, theft, burglary, assault, other crimes, fire, water, wind, rain, smoke, or any other causes. Tenant agrees to indemnify and hold Landlord free and harmless from any and all liability for injury to or death of any person, or for damage to property arising from the use and occupancy of the Premises by Tenant or from the act or omission of any person or persons, including Tenant, in or about the other Party in leased Premises with the furnishing express or implied consent of Tenant. Landlord recommends that Party’s service Tenant secure insurance for Tenant's own account to its customers. 10.2 To protect Tenant from the extent not prohibited hazards of such losses as are described above. Landlord shall have no duty to furnish smoke detectors or additional locks, except as required by law. When smoke detectors are furnished, Landlord shall test same and provide initial batteries as required by law or tariff at the time of lease commencement, thereafter, Tenant shall pay for, test, and except replace smoke detector batteries as otherwise provided in the Agreement, each Party will indemnify, defend needed. Landlord acknowledges and hold harmless the other Party from agrees that Landlord shall be liable to Tenant for any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately damages to Tenant's personal property caused by the negligent Landlord, or Landlord's agents, employees, contractors or representatives. In the event Tenant retains or requests Landlord's employees or contractors to render services not contemplated in this agreement, or without prior knowledge and consent of Landlord expressed in writing, such employees or contractors shall be deemed the agent of the Tenant whether or not compensated by the Tenant or by Landlord and Tenant agrees to hold harmless and indemnify Landlord for and from all liability for the acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).persons

Liability and Indemnity. 10.1 Neither Party will be liable A. Risk of loss and title passes from SELLER to BUYER when shipment is delivered to carrier. BUYER assumes all responsibility and liability of SELLER for injury, loss or damage resulting from handling, resale, use or misuse of the Materials after delivery to carrier. SELLER'S liability and BUYER'S exclusive remedy for any act claims arising out of this Agreement are expressly limited at BUYER'S option to replacement of nonconforming goods or omission payment not to exceed the purchase price plus transportation charges thereon with respect to any Materials for which damages are claimed. Claims on the gross weight of the other Party in the furnishing of that Party’s service to its customersbulk shipments will not be allowed. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and B. BUYER agrees to hold harmless the other Party and indemnify SELLER from all persons against any lossclaims on any theory of legal liability (whether strict or otherwise), costincluding negligence, for any claim, injury loss or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents expense on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction account of any facilities injury, disease or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent death of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions persons (or to that of its agents or including BUYER'S employees), except loss or damage to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them property (including BUYER'S) arising out of failure by BUYER to properly handle, sell or use the connection arrangements Material or to disseminate safety and interchange health information as provided in paragraph 1. C. SELLER agrees to defend at its expense and to hold BUYER harmless against any suit founded on a claim that the Materials delivered hereunder infringe any U.S. Letters Patent, and SELLER agrees to indemnify BUYER from any such judgments and costs resulting from any such suit. SELLER does not agree to defend or to hold BUYER harmless against suit founded on a claim of traffic includinginfringement of any U.S. Letters Patent covering the use of the Materials delivered hereunder in combinations with another material or in the practice of any process. D. EXCEPT FOR OBLIGATIONS COVERED BY PARAGRAPH 2.C, SELLER'S ENTIRE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO BUYER'S ACTUAL DIRECT DAMAGES NOT TO EXCEED THE AMOUNT PAID TO SELLER HEREUNDER FOR THE MATERIAL RELATED TO THE CAUSE OF ACTION. IN NO EVENT SHALL SELLER, ITS OFFICERS, AGENTS OR EMPLOYEES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING WHETHER BASED UPON NEGLIGENCE OR STRICT LIABILITY, FOR LOST PROFITS, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. 3. WARRANTY -------- SELLER makes no warranty, express or implied, concerning the Materials furnished hereunder other than that they shall be of the quality and specifications stated herein. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Any recommendations made by SELLER concerning uses or applications of said Materials are believed reliable but SELLER makes no warranty of results to be obtained. BUYER ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR INJURY, LOSS OR DAMAGE RESULTING AFTER DELIVERY OF MATERIAL. 4. FORCE MAJEURE ------------- Except as to payments hereunder, a party shall be relieved from liability for delay in performance or nonperformance caused by circumstances beyond its control, including without limitation, Workers Compensation claimsstrike, actions for infringement fire, riot, war, acts of copyright and/or unauthorized use God, governmental laws, regulations or requests, failure or shortage of program materialor inability to obtain materials, libel equipment or transportation normally available from the source of supply. The affected party may omit purchases or deliveries during the period of continuance of such circumstances and slander actions based on the content of communications. 10.7 Neither Party will contract quantities shall be reduced by the quantities so omitted. In no event shall SELLER be required to reimburse the other for any claim purchase products or loss pursuant materials from others in order to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)deliver Material to BUYER.

Liability and Indemnity. 10.1 Neither Party will EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be liable for suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the LOEWS ATLANTA HOTEL and the owners, employees and representatives thereof, and (e) any act other persons lawfully on or omission of about the other Party in the furnishing of that Party’s service convention premises. EXHIBITOR agrees to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any lossand all liabilities, costobligations, claimlosses, injury damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or liability brought by a person not a Party under disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. Such indemnity only extends EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the comparative degree provisions of negligence attributable this section. Proof of such insurance shall be provided to the indemnifying PartyJUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens JUMP$TART will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilitiesfees paid hereunder, services or arrangements less expenses incurred by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensJUMP$TART, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entityincluding advertising, other than Citizensadministration and related expenses. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will Under no circumstances shall JUMP$TART be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party liable for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the reimbursing Party’s actions (CONFERENCE or to that of its agents or employees), except to the extent that such loss is due to the regarding any other Party’s comparative negligencematters. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party 30.1. General indemnity a) The Concessionaire will be liable indemnify, defend and hold the Authority harmless against any and all proceedings, actions and, third party claims (other than a claim by the Authority or GOI for any act or omission loss, damage and expense of whatever kind and nature arising out of the other Party in design, engineering, construction and procurement for Service Area, and O&M of the furnishing Project or arising out of a breach by Concessionaire of any of its obligations under this Agreement except to the extent that Party’s service any such claim has arisen due to its customersthe Authority Event of Default). 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreementb) The Authority will, each Party will indemnify, defend and hold harmless the other Party from Concessionaire against any and all proceedings, actions, third party claims for loss, cost, claim, injury or liability brought by a person not a Party damage and expense of whatever kind and nature arising out of defect in title and/or the rights of the Authority in the land comprised in the Project Site adversely affecting the performance of the Concessionaire’s obligations under this Agreement which is proximately caused and/or arising out of acts done in discharge of their lawful functions by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensAuthority, its employees or officers, servants, agents. 10.4 Carrier will reimburse Citizens for damages to facilities , subsidiaries and contractors (“Authority Indemnified Persons”) including the Authority Events of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), Default except to the extent that any such loss is claim has arisen due to a negligent act or omission, breach of contract or breach of statutory duty on the other Party’s comparative negligencepart of the Concessionaire, its subsidiaries, affiliates, contractors, servants or agents including due to Concessionaire Event of Default. 10.6 The Parties will cooperate 30.2. Without limiting the generality of Clause 30.1 the Concessionaire shall fully indemnify, save harmless and defend the Authority including its officers, servants, agents, advisors and subsidiaries from and against any and all loss and damages arising out of or with each respect to (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits, (b) payments of taxes relating to the Concessionaire’sContractors, suppliers and representatives, income or other in taxes required to be paid by the defense Concessionaire without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its Contractors which are payable by the Concessionaire or any of its contractors. 30.3. Without limiting the generality of the provisions of this Article 30, the Concessionaire shall fully indemnify, save harmless and defend the Authority indemnified Person from and against any and all damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information , design or process used by the Concessionaire or by the Concessionaire’s Contractors in performing the Concessionaire’s obligations or in any way incorporated in or related to the Project. If in any such suit, claim or demand proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by third persons against either giving a satisfactory bond or both of them arising out otherwise, to secure the suspension of the connection arrangements injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and interchange of traffic includingits use is permanently enjoined, without limitationthe Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, Workers Compensation claimsat no cost to the Authority, actions for infringement of copyright and/or unauthorized authoring continued use of program materialthe infringing work. If the Concessionaire is unable to securesuch licence within a reasonable time, libel the Concessionaire shall, at its own expense and slander actions based on without impairing the content of communicationsspecifications and standards either replace the affected work, or part, or process thereof with non-infringing work or parts or process, or modify the same so that it becomes non-infringing. 10.7 Neither 30.4. In the event that either Party will be required receives a claim from a third party in respect of which it is entitled to reimburse the benefit of an indemnity under this Article 30 (the `Indemnified Party’) it shall notify the other for Party (“Indemnifying Party”) within 14 (fourteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, such approval not to be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any claim or loss pursuant costs involved to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)its reasonable satisfaction.

Liability and Indemnity. 10.1 Neither Party will YISSUM expressly disclaims any and all implied or express warranties and makes no express or implied warranties of merchantability or fitness for any particular purpose of the Licensed Technology. 10.2 The COMPANY shall be liable for any act or omission loss, injury and/or damage whatsoever caused to its employees and/or any person acting on its behalf and/or to the employees of YISSUM and/or any person acting on its behalf and/or to any third party by reason of the other Party in COMPANY's acts and/or omissions pursuant to this Agreement and/or by reason of any use made of the furnishing of that Party’s service to its customersLicensed Technology by the COMPANY and/or any third party whatsoever. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement10.3 The COMPANY undertakes to compensate, each Party will indemnify, defend and hold harmless YISSUM and/or any person acting on its behalf and/or any of its employees and/or representatives and/or the other Party University (herein referred to as "Indemnitees") against any liability including product liability, damage, loss or expenses including reasonable legal fees and litigation expenses incurred by or imposed upon the Indemnitees by reason of its acts and/or omissions and/or which derive from any lossits use, costdevelopment, claimmanufacture, injury marketing, sale and/or sub-licensing and/or sub-sublicensing of the Licensed Product, or Licensed Technology. 10.4 The COMPANY shall obtain prior to the commencement of clinical trials by the COMPANY and/or on behalf or at the request of the COMPANY and prior to the First Commercial Sale, comprehensive general liability brought by a person not a Party insurance which shall provide: (i) Product liability coverage, (ii) Contractual liability coverage for the COMPANY's indemnification under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors and in connection with the performance of this Agreementparticular as stated in section 10.3 and (iii) Name YISSUM as an additional insured. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier All required insurance will be subrogated to Citizens right to recover for at the damages to the extent of such paymentCOMPANY's sole cost and expense. 10.5 Each Party will reimburse The COMPANY shall provide YISSUM with written evidence of such insurance upon request of YISSUM. The COMPANY shall provide YISSUM with written notice at least fifteen days prior to the other Party for any loss through theft of facilities provided under cancellation, non-renewal or material change in such insurance; if the COMPANY does not obtain replacement insurance providing comparable coverage within such fifteen day period, YISSUM shall have the right to terminate this Agreement on effective at the end of such Party’s premises attributable to the reimbursing Party’s actions (fifteen day period without notice or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligenceany additional waiting periods. 10.6 The Parties will cooperate with each other in COMPANY shall maintain comprehensive general liability insurance beyond the defense expiration or termination of any suit, claim this Agreement during the period that a Licensed Product relating to and/or developed pursuant to this Agreement is being commercially distributed or demand sold by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright COMPANY and/or unauthorized use of program material, libel and slander actions based on the content of communicationsSub-Licensee. 10.7 Neither Party will be required YISSUM represents and warrants that to reimburse the best of its actual knowledge: (i) it has the full power to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to COMPANY herein; (ii) it has not previously granted and shall not grant to any third party any rights which are inconsistent with the rights granted to COMPANY herein; (iii) it has the rights, title, and interest in and to the Patents, as et out in Appendix 2; and (iv) no consent, approval or authorization of any other for party is required. 10.8 COMPANY represents that: i) it has full coiporate power and authority to enter into this Agreement and carry out all the provisions of this Agreement; ii) it is authorized to execute this Agreement 011 its behalf; iii) the person executing this Agreement is duly authorized to do so; and iv) no consent, approval or authorization of any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy other party is less than one hundred dollars ($100.00)required.

Liability and Indemnity. 10.1 Neither Party will 9. A. Tenant agrees to indemnify and hold and save harmless Landlord and Landlord's partners, agents, employees, invitees and contractors from any and all claims, losses, costs, damages, or expenses (including but not limited to attorney's fees) resulting or arising or alleged to result or arise from any and all injuries to or death of any person or damage to or loss of any property caused by any act, omission, or neglect of Tenant or Tenant's partners, venturers, directors, officers, employees, agents, invitees or guests, or any parties contracting with Tenant relating to the Leased Premises, the Building, the Land on which the building is constructed, or by any breach, violation or non-performance of any covenant of Tenant under this Lease or by occurring in or about the Leased Premises. If any action or proceeding should be brought by or against Landlord in connection with any such liability or claim, Tenant, on notice from Landlord, shall defend such action or proceeding, at Tenant's expense, by or through attorneys reasonably satisfactory to Landlord. The provisions of this paragraph shall apply to all activities of Tenant, its partners, venturers, directors, officers, employees, agents, invitees, guests, personnel and contractors with respect to the Leased Premises, the Building, parking area, or the land on which the Building is constructed, whether accruing before or after the expiration or termination of this Lease. Tenant's obligations under this paragraph shall not be limited to the limits or coverage of insurance maintained or required to be maintained by Tenant under this Lease. Except in cases of gross negligence by Landlord, neither Landlord nor its agents and employees, shall be liable for any act damage of any kind or omission for any damage to property, death or injury to persons by reason of the other Party use and occupancy of the Leased Premises by Tenant. Except for structural defects in the furnishing Building and breaches of that Party’s service this Lease by Landlord (to its customers. 10.2 To the extent of actual damages, if any, only), Landlord shall not prohibited be liable to Tenant and Tenant hereby waives all claims against Landlord or Landlord's partners, contractors or agents for any damages, consequential damages, loss of profits or business opportunity, business interruption, and for any damage to property, death or injury to persons from any cause whatsoever including, without limitation, acts or omissions of other tenants or such other tenants' employees, agents, contractors, invitees or guests, vandalism, loss of trade secrets or other confidential information, and damage, loss or injury caused by law a defect (other than structural) in the Leased Premises, the Building, parking area, pipes, air-conditioning, heating, plumbing or tariff and except by water leakage of any kind from the roof, walls, windows, basement or other portion of the Leased Premises or the Building, or caused by electricity, gas, oil, fire, interruption of Landlord's services or any cause whatsoever in, on, or about the Leased Premises, the Building, the parking area, the land on which the Building is constructed, or any part thereof. Except as otherwise provided in the Agreementimmediately preceding sentence, each Party will indemnify, defend Tenant agrees to use and hold harmless occupy the Leased Premises and other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct facilities of the indemnifying Party Building, parking area, and land on which the Building is constructed at its own risk and hereby releases Landlord, its agent or its employees, agents from all claims for any damage or contractors in connection with the performance of this Agreement. Such indemnity only extends injury to the comparative degree of negligence attributable to the indemnifying Party, as determined full extent permitted by state law negligence standardslaw. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for any act or omission of Xxxxxx hereby agrees to bind him/her self, their heirs, personal representatives and assigns and hereby release and discharge, the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the AgreementCraft owners, each Party will indemnifyPalm Beach Sun Charters, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents and assigns from any and all claims, loss, costs, damages, expenses, actions, judgments and legal costs, which Lessee or contractors Xxxxxx’s heirs, personal representatives or assigns may have, or may claim to have, for negligence created by or arising from the transportation to, the use, operation, handling, or transportation of the Craft by Lessee or anyone else during the Rental Period or if Lessee or anyone else should fail to respect any of the provisions herein. Furthermore, Xxxxxx hereby agrees to defend, indemnify and hold harmless, Craft owners, Palm Beach Sun Charters, its employees, agents and assigns from any and all claims, damages, demands, costs, losses, expenses, actions and judgments, which are created by or arise out of Lessee’s operation of the Craft during the Rental Period. Xxxxxx also agrees to pay any and all claims brought by xxxxxx or any third party as a result of the operation and/or use of the Craft during the Rental Period. Xxxxxx agrees to reimburse Palm Beach Sun Charters for reasonable attorney’s fees for pre- and post- litigation and appellate matters in connection with regards to this rental agreement. Xxxxxx hereby agrees that they are responsible for their own safety and well-being while on or around any property owned or leased by Blue Water Powerboats Inc. and will not attempt to hold them liable for any injuries that may occur to lessee or xxxxxx’s passenger(s)/guests due to a slip, fall, or any other intentional or unintentional movement of xxxxxx’s body. I certify that I have adequate insurance to cover any injury or damage I may cause or suffer while participating, or else I agree to bear the performance costs of such injury or damage myself. I further certify that I am willing to assume the risk of any medical or physical condition myself or my passengers may have or develop before, during the course of the rental, or afterwards. In the event that I file a lawsuit against Palm beach Sun Charters, I agree to do so solely in the state of Florida, and I further agree that the substantive law of that state shall apply in that action without regard to the conflict of law rules of that state. I also agree to pay for all expenses, legal or otherwise, that arise out of any lawsuit, dispute, or chargeback filed against or by the craft owner(s), Palm Beach Sun Charters, its employees, agents and assigns in relation to this rental and/or agreement. Should any term or condition of this AgreementAgreement be held void or unenforceable, then that term or condition shall be deemed severed from this Agreement and the enforceability of the remainder shall not be affected and will remain in full force and effect. Such indemnity only extends to THE TERMS AND CONDITIONS ON THIS CONTRACT AND ATTACHMENTS CONTAIN THE ENTIRE UNDERSTANDING BETWEEN LESSEE AND LESSOR AND THAT NO OTHER REPRESENTATION OR INDUCEMENT, ORAL OR WRITTEN, HAS BEEN MADE WHICH IS NOT INCLUDED IN THIS AGREEMENT. Xxxxxx also acknowledges that they will be responsible for advising and maintaining the comparative degree safety of negligence attributable to the indemnifying Partyall other passengers in their party, as determined well as any third party encountered while xxxxxx has possession of a watercraft rented by state law negligence standards. 10.3 To the extent not prohibited by law or tariffPalm Beach Sun Charters LESSOR: Palm Beach Sun Charters LESSEE: ______________________________________ (Name Printed) Date of Birth ______/______/________ month day year Address: ____________________________________ City: ______________________________________ State: _____________________________________ Zip Code: __________________________________ Cell Phone #: ______________________________ Email: ____________________________________ Rental Fee: ______________ plus 7% Florida Sales Tax. 30% Deposit to reserve Craft: _________________ Remainder due 48 hours prior to rental period, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier amount due: _____________ Credit Card Type: _______________________________ Debit (NO FEE) / Credit (3.5% fee) *** Please be aware that there will be subrogated to Citizens right to recover a credit card fee of 3.5% added this payment. This credit card fee is not greater than our total cost of accepting credit cards. NO fee for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).debt card payments. *** Credit Card Number: ___________________________ CV Code: ______________________________________ Billing Zip Code: _______________________________ Lessee Signature: ______________________________ Date: _________________________________________ Initials:

Liability and Indemnity. 10.1 Neither Party will (a) Subject to the other provisions in this Article 11 and any other limitations set forth in this Agreement (including in respect of Section 9.4), Carrier shall be liable to and indemnify Shipper for any act Losses suffered, sustained or omission incurred by Shipper as a result of a breach by Carrier of the other Party in terms of this Agreement, the furnishing of that Party’s service to its customersEnbridge Tariff or the Enbridge Joint Tariff, as applicable. 10.2 To the extent not prohibited by law or tariff (b) Subject to Sections 9.4, 11.1(e), 11.2 and 11.3, except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately where caused by the negligent acts or omissions or willful misconduct direct negligence of the indemnifying Carrier, the Carrier shall not be liable to Shipper for any delay or Losses suffered, sustained or incurred by Shipper as a result of Carrier’s transportation (and all services and procedures related thereto), commingling or intermixing of Shipper’s Product in the facilities of Carrier. In no event shall Carrier have any liability for damages on behalf of any Third Party (whether or its employeesnot Affiliated with Shipper). (c) If damage or loss to Petroleum (including, agents if applicable, Shipper’s Product) in the custody of Carrier results from any cause other than the direct negligence of Carrier while Carrier is in possession of such Petroleum (including, if applicable, Xxxxxxx’s Product), then Carrier may apportion the cost of such damage or contractors loss on a pro rata basis among all shippers on the Canadian Mainline. Each such shipper’s share of such costs shall be determined by Carrier based on the proportion of the volume of each shipper’s Petroleum in connection with the performance possession of this Agreement. Such indemnity only extends Carrier on the date of such loss to the comparative degree total volume of negligence attributable Petroleum in the possession of Carrier on the date of such loss. Xxxxxxx will be obligated to deliver only that portion of Xxxxxxx’s Product remaining after such deduction. (d) If Shipper Product is lost in transit while in the custody of Carrier due to the indemnifying Partydirect negligence of Carrier, then Carrier shall, as determined by state law negligence standardsfull compensation therefor, either obtain and deliver to Shipper other Petroleum of the same quantity and grade as that which was lost, or compensate Shipper for such loss in money. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under (e) Notwithstanding anything in this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees)contrary, except to the extent that Carrier is intentionally refusing to provide the Services where the Available Capacity can otherwise provide such loss Services and Shipper is due not in default under the terms of this Agreement, the Enbridge Tariff, the Lakehead Tariff or the Enbridge Joint Tariff, as applicable, Carrier shall have no liability whatsoever to the other Party’s comparative negligence. 10.6 The Parties will cooperate Shipper if Carrier is unable to provide Shipper with each other Services in the defense respect of its Monthly Volume Commitment or any suitUncommitted Service as a result of a reduction of Available Capacity for any reason or cause whatsoever, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement as a result of copyright and/or unauthorized use an event of program material, libel and slander actions based on the content of communicationsForce Majeure. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable Warranty obligations during the warranty periods Obligations for financial losses of purchasers Obligations of Registrant and Tarion for major structural defects 2.1 The Registrant shall diligently perform the obligations heretofore or hereafter imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any act non- performance or omission inadequate performance of such obligations, in whole or in part, at the other Party times, (and in the furnishing of that Party’s service to its customers. 10.2 To manner) as may be provided or contemplated by the extent not prohibited by law or tariff and except as otherwise provided in Act, the AgreementRegulations, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by and/or the negligent acts or omissions or willful misconduct Bulletins, provided written notice of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing Registrant, or relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). 2.2 The Registrant shall diligently perform the obligations of the Registrant under each purchase agreement heretofore or hereafter entered into by the Registrant relating to any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant). In the event of the failure of the Registrant to perform such damage and Carrier will be subrogated obligations, the Registrant shall pay to Citizens right each purchaser who has made a written claim to recover for Tarion (in respect of his or her purchase agreement with the damages Registrant) prior to the extent expiration of the applicable limitation period, the amount of the financial loss suffered by such purchaser plus, in the case of a condominium unit, deposit interest which is owing by the Registrant to the purchaser pursuant to the Condominium Act, and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any non- payment of such paymentfinancial loss amount and interest. 10.5 Each Party will reimburse 2.3 Without limiting the other Party for obligations of the Registrant to Tarion arising under 2.1 and 2.2 hereof, it is understood and agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any loss through theft major structural defect in any home in respect of facilities provided which the Registrant acted as Vendor (or that was enrolled by the Registrant), all in accordance with the Act and Regulations. Enforcement of obligations 2.4 Tarion shall not be obliged to proceed against the builder of any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), prior to proceeding to enforce the obligations of the Registrant under this Agreement on such Party’s premises attributable Agreement. Vendor obligation to the reimbursing Party’s actions (or to that retain Registered Builder Preservation of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons rights and claims against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).others

Liability and Indemnity. 10.1 Neither Party will 19.1 GroupM shall not be liable for any act or omission by any of the Customers, nor for any breach by the Customers of the terms of the Framework Agreement, the Enrolment Agreement or any other Party in the furnishing of that Party’s service to its customersapplicable terms. 10.2 To 19.2 The Supplier shall indemnify the extent not prohibited by law or tariff Customers in full on demand, from and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from against any loss, cost, damage, expense, claims or proceedings suffered or incurred by the Customers (including legal expenses) arising out of or in connection with: (a) any negligence, misconduct, act or omission of any Temporary Worker; (b) any breach of this Framework Agreement or an Enrolment Agreement; or (c) any loss or damage to property of any Customer during the provision of the Service. 19.3 The Supplier shall be responsible for the tax liability and National Insurance obligations in respect of the Temporary Workers and all the Supplier’s staff. The Supplier shall indemnify the Customers for all costs and expenses incurred by the Customers as a result of any failure by the Supplier to pay any such taxation and any deductions required by law anywhere in the world. 19.4 The Supplier shall indemnify the Customers and/or the Successor Supplier against any liability, penalties, expenses, awards, loss (including legal costs), damages or costs suffered or incurred by the Customer and/or the Successor Supplier in relation to any proceedings, claim, injury demand, or liability brought allegation of entitlement by a person not Temporary Worker, a Party under this Agreement which is proximately caused Contract Worker or any staff of the Supplier in relation to their employment with the Supplier or termination of employment by the negligent acts Supplier in any circumstances and for whatever reason. 19.5 The Supplier shall indemnify the Customers and/or the Successor Supplier and keep the Customers and/or the Successor Supplier indemnified against any liability, penalties, expenses, awards, loss (including legal costs), damages or omissions costs which a Customer and/or the Successor Supplier incurs or willful misconduct becomes liable for as a result of any complaint, claim and/or action brought in whatever form or forum by: (a) a Temporary Worker, a Contract Worker or any staff of the indemnifying Party Supplier on the claimed grounds that he/she is an employee or worker of the Customer and/or any Successor Supplier (whether by operation of the Transfer Regulations or otherwise) and/or any other claim arising from any other employment legislation or protection; and/or (b) any employee, worker, agent or consultant of the Customer which relates to or arises out of any act or omission of the Supplier, its employeesstaff or any Temporary Worker or Contract Worker. 19.6 Should any Temporary Worker, agents Contract Worker or contractors in connection any staff of the Supplier allege at any time (including on the termination and/or expiry of the Agreement) that their contract of employment with the performance of this Agreement. Such indemnity only extends Supplier has transferred to the comparative degree Customer and/or the Successor Supplier by operation of negligence attributable to the indemnifying Party, Transfer Regulations then it is agreed as determined by state law negligence standards.follows: 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents (a) on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction becoming aware of any facilities or equipment provided to Carrier by an entitysuch allegation the Customer and/or the Successor Supplier may immediately terminate such contract of employment; and (b) the Supplier will indemnify and keep indemnified the Customer and/or the Successor Supplier against any liability, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any penalties, expenses, awards, loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employeesincluding legal costs), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim damages or demand by third persons against either costs associated or both of them arising out of the connection arrangements and interchange employment of traffic including, without limitation, Workers Compensation claims, actions for infringement any such person or the termination of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communicationstheir employment. 10.7 Neither Party will be required to reimburse 19.7 The provisions of this Clause 19 shall continue after the other for any claim or loss pursuant to this Section 10 arising out termination of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)Agreement.

Liability and Indemnity. 10.1 Neither (a) The Overseas Guest and each Overseas Guest Party will be bound by the terms and conditions established from time to time by WNSL or any Event Holder for cancellation, abandonment, postponement or replaying of an Event. Subject to Conditions 2(b) and (d), WNSL will have no liability to the Overseas Guest or any Overseas Guest Party on account of any such cancellation, abandonment, postponement or replay or other failure or deficiency in the conduct of such Event. (b) WNSL, its officers, employees, agents and contractors will not be liable or responsible for any loss, damage, or injury to the Overseas Guest or any Overseas Guest Party, or any property of the Overseas Guest or any Overseas Guest Party, resulting from any cause whatsoever, unless due to the negligence or the wilful misconduct of WNSL or of its officers, employees or agents. (c) Subject to Condition 2(b), WNSL’s aggregate liability to the Overseas Guest or any Overseas Guest Party, whether in contract or tort (including negligence) or in any other way, will not exceed the aggregate cost of the Event Ticket(s) as at the relevant date. (d) Notwithstanding Conditions 2(b) and (c), WNSL does not seek to exclude or limit its liability for death or personal injury caused by its, its officers’, employees’ or agents’ negligence or for any fraud or wilful misconduct. (e) WNSL will not be liable to the Overseas Guest or any Overseas Guest Party whether in contract, tort or otherwise for any indirect, incidental, special or consequential loss or damage or for any loss of profit or revenue, loss of use, loss of business or contracts or loss of opportunity. (f) WNSL will not be liable in any way whatsoever for any act or omission (whether negligent or otherwise) of the other Overseas Agent. (g) If a Core Event is postponed, cancelled or abandoned or if any services are not available for any reason beyond the reasonable control of WNSL no refund or part refund will be made of any amounts paid by the Overseas Guest or any Overseas Guest Party and WNSL will not otherwise be liable to the Overseas Guest or any Overseas Guest Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as such circumstance unless otherwise provided in these Terms and Conditions. (h) Nothing in these Terms and Conditions affect any statutory rights that the AgreementOverseas Guest or any Overseas Guest Party may have. (i) Without prejudice to any of WNSL’s other rights and remedies, each the Overseas Guest or any Overseas Guest Party will indemnifybe liable to WNSL in respect of any liability, defend losses, claims, demands, costs and hold harmless the expenses, (including reasonable legal and other Party from professional fees) suffered by WNSL, arising directly out of: (i) any loss, cost, claim, personal injury or liability brought by a person not a Party under this Agreement which is proximately property damage caused by the negligent any acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities Overseas Guest or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against Overseas guest Party; and (ii) the person causing such damage enforcement of these Overseas Guest Terms and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such paymentConditions whether or not litigation is actually commenced and including any appeal proceedings. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party I, the undersigned, understand and acknowledge that play on an amusement device entails both known and unknown risks including, but not limited to, physical injury from falling, slipping, crashing or colliding, emotional injury, paralysis, distress, damage or death to any participant. I hereby voluntarily and expressly release, indemnify, forever discharge and hold harmless KINDAS Amusement Source from any and all liability, claims, demands, causes or rights of action whether personal to me or to a third party, which are in any way connected with participation in this activity, including those allegedly attributable to negligent acts or omissions. Should KINDAS Amusement Source or anyone acting on behalf of KINDAS Amusement Source be required to incur attorney’s fees and cost to enforce this agreement, I expressly agree to indemnify and hold KINDAS Amusement Source harmless for all such fees and cost. In the event I, the undersigned or any of my participants file a lawsuit against KINDAS Amusement Source, it is agreed to do so solely in the State of Georgia. I agree that if any portion of this agreement is found to be void or unenforceable, the remaining portions shall remain in full force and effect. In consideration of being permitted by KINDAS Amusement Source to use its equipment and facilities, the undersigned and its participants agree to indemnify and hold harmless KINDAS Amusement Source from any and all claims which are brought by the undersigned and/or their participants and which are in any way connected with such use or participation. Init Event Coordinator will be liable indemnify Lessor and save it harmless from and against any and all claims, actions, damages, liability, and expense in connection with any and all loss of life, personal injury and/or damage to property, or for any other damages or liability, arising from or out of the renting, operation, occupancy or other use by Event Coordinator of the rented property or any part thereof or any other part of Lessor’s property, whether or not such loss, injury and/or damage is occasioned wholly or in part by any act or omission of Event Coordinator, its agent, contractors or employees, or occasioned by persons using or operating the other Party in equipment or rented property at the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law express or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct implied invitation of the indemnifying Party or its employees, agents or contractors in connection with the performance of this AgreementEvent Coordinator. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).Init

Liability and Indemnity. 10.1 Neither Party will Warranty obligations during the warranty periods Obligations of Registrant and Tarion for major structural defects Obligations of Registrant if acting as a vendor 2.1 It is understood and agreed that where the Registrant builds a home for or on behalf of a vendor, whether or not such vendor is registered under the Act, then the Registrant shall be liable responsible for fulfilling each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any act or omission Bulletins, in respect of the other Party in construction of such home (and completion items) for which the furnishing of that Party’s service to its customers. 10.2 To Registrant has received payment, and the extent not prohibited Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by law Tarion resulting from (or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury arising out of) non-performance or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the inadequate performance of this Agreement. Such indemnity only extends to the comparative degree such work, in whole or in part, provided written notice of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated Registrant (or in respect of any home enrolled or that ought to Citizens have been enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). This paragraph shall not limit the right of Tarion to recover for enforce obligations owed by the damages to the extent vendor of such paymenthome to Tarion. 10.5 Each Party will reimburse 2.2 Without limiting the other Party for generality of the foregoing, it is understood and agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any loss through theft major structural defect in any home enrolled (or that ought to have been enrolled) by the Registrant, all in accordance with the Act and Regulations. 2.3 It is further understood and agreed that in the event the Registrant acts as a vendor without registering with Tarion as a vendor (and without executing a Vendor Agreement) then the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any failure to perform or fulfil the obligations that the Registrant would have been obliged to fulfil had the Registrant registered as a vendor with Tarion and executed a Vendor Agreement with Tarion. Enforcement of facilities provided obligations 2.4 Tarion shall not be obliged to proceed against the vendor of any home enrolled (or that ought to have been enrolled) in respect of which the Registrant acted as a builder, prior to proceeding to enforce the obligations of the Registrant under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that Agreement. Preservation of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons rights and claims against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).others

Liability and Indemnity. 10.1 Neither Party will (a) Agent shall not be liable for any act losses or omission taxes to or of, or payable by ESPV at any time from any cause whatsoever or any losses or taxes directly or indirectly arising out of or in connection with or related to the other Party in performance by Agent of this Agreement unless such losses or taxes are the furnishing result of that PartyAgent’s service to its customersown willful misconduct, gross negligence, deceit or fraud. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend (b) Agent shall indemnify and hold harmless the other Party from ESPV Indemnified Parties for any loss, cost, claim, injury Losses which they may incur or liability brought by be subject to as a person not a Party under result of or arising from: (i) the performance of the Services or any breach of this Agreement which is proximately caused by Agent, (ii) the negligent acts material inaccuracy of any representation or omissions or willful misconduct warranty made by Agent, (iii) any failure of Agent to comply in respect of the indemnifying Party or its employees, agents or contractors ESPV Indemnified Parties’ obligations in connection with the performance of Program or with any Requirements provided such obligations are to be satisfied by Agent in accordance with this Agreement. Such indemnity only extends to , (iv) any improper use or disclosure or unlawful use or disclosure of Customer Information by Agent, (v) any liability of the comparative degree of negligence attributable to the indemnifying PartyESPV Indemnified Parties for any fees, as determined by state law negligence standards. 10.3 To the extent not prohibited by law costs, or tariffother amounts due including damages or liquidated damages, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction arising out of any facilities or equipment provided to Carrier contract with a third party service provider retained by an entityAgent, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against and (vi) the person causing such damage and Carrier will be subrogated to Citizens right to recover for ESPV Indemnified Parties’ indemnification obligations under the damages Participation Agreement to the extent such obligations arise from the Agent’s willful misconduct, gross negligence, deceit or fraud in the performance of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft Services; provided, however, that this indemnity shall not apply and Agent shall have no liability in respect of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except Losses to the extent that such loss is due they arise from (x) the willful misconduct, gross negligence, deceit or fraud of an ESPV Indemnified Party (as determined by a final non-appealable order of court of competent jurisdiction), (y) any action that an ESPV Indemnified Party requires Agent to take pursuant to a direction but only to the other Party’s comparative negligenceextent that Agent takes such action in accordance with such direction and in accordance with the provisions hereof, or (z) a refusal by an ESPV Indemnified Party to take action upon a recommendation made in good faith by Agent in accordance with the terms hereof. 10.6 The Parties (c) This Agreement contemplates that Agent shall receive the relevant information from ESPV and/or Victory Park in order for Agent to make required credit and debit entries and to make the calculations and supply the information and reports required herein, and that Agent will cooperate with each other in do the defense foregoing to the extent such information is so provided and on the basis of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic includingsuch information, without limitation, Workers Compensation claims, actions for infringement undertaking any independent verification or recalculation of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communicationssuch information. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to (d) The indemnity obligations set forth in this Section 10 arising out 3.2 shall survive the termination of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)this Agreement.

Liability and Indemnity. 10.1 Neither Party will 5.1 LGC shall perform the Services with reasonable care and skill. Except to the extent that LGC can be shown to have been negligent in carrying out the Services or in providing information or advice to the Customer, LGC accepts no responsibility for the use made of any information or advice arising therefrom by the Customer or any third party. 5.2 The aggregate liability of LGC under this Agreement shall be limited to the value of the Services and the Customer shall have a duty to mitigate any loss suffered by it pursuant hereto. In no event shall LGC be liable for loss of profits, loss of business or revenue, loss or corruption of data, loss of opportunity, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with this Agreement. Nothing in this Agreement shall exclude or limit LGC’s liability for death or personal injury caused by the negligence of LGC, its employees or agents or for fraudulent misrepresentation. 5.3 LGC SPECIFICALLY EXCLUDES LIABILITY FOR CUSTOMER TRAVEL, ACCOMMODATION AND OTHER ANCILLARY EXPENSES IN THE EVENT THAT THE SERVICES ARE CANCELLED OR RESCHEDULED PURSUANT TO THIS AGREEMENT. WHILE LGC SHALL ENDEAVOUR TO PROVIDE AS MUCH NOTICE AS FEASIBLE PRIOR TO CANCELLATION OR RESCHEDULING, THE CUSTOMER IS ADVISED TO BEAR THIS IN MIND IN ITS TRAVEL AND ACCOMMODATION CHOICES. 5.4 LGC hereby excludes all conditions, warranties and stipulations statutory, express or implied (including any warranties relating to accuracy or completeness of a Training Course or that a Training Course is up- to-date and/or meets the Customer’s requirements) which would or might subsist in favour of the Customer except as expressly provided for in this Agreement or where the Customer is by law deemed to be a consumer. LGC further makes no warranties that any Training Course delivered electronically will be timely, secure, uninterrupted or error free. 5.5 Save insofar as LGC can be shown to have been negligent under clause 5.1, the Customer shall: (i) fully indemnify LGC and LGC’s Personnel against any loss, damage or injury (including injury resulting in death) to property or person sustained by (a) LGC and/or its Personnel, (b) the Customer and/or its Personnel, (c) Registered Delegates and (d) any third party, where such loss, damage or injury is caused by the negligent act or omission of the Customer, Customer’s Personnel or its Registered Delegates; (ii) fully indemnify LGC against all financial liability (including professional costs) suffered or incurred by LGC as a result of, or in connection with any third party claim brought against LGC resulting from death, injury, damage or loss occasioned by the use, operation, methods or other Party in results of the furnishing of that PartyServices; (b) fully indemnify LGC and LGC’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from Personnel against any loss, cost, claim, damage or injury or liability brought by arising as a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct result of the indemnifying Party Customer or its employees, agents or contractors in connection with the performance Registered Delegates’ breach of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsthese terms. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the 5.6 The Customer’s sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction remedy in respect of any facilities liability of LGC or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier its Personnel shall be in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such paymentdamages. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for Warranty obligations during the warranty periods 2.1 The Registrant shall diligently perform the obligations heretofore or hereafter imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any act non- performance or omission inadequate performance of such obligations, in whole or in part, at the other Party times, (and in the furnishing of that Party’s service to its customers. 10.2 To manner) as may be provided or contemplated by the extent not prohibited by law or tariff and except as otherwise provided in Act, the AgreementRegulations, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by and/or the negligent acts or omissions or willful misconduct Bulletins, provided written notice of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing Registrant, or relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). Obligations for financial losses of purchasers 2.2 The Registrant shall diligently perform the obligations of the Registrant under each purchase agreement heretofore or hereafter entered into by the Registrant relating to any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant). In the event of the failure of the Registrant to perform such damage and Carrier will be subrogated obligations, the Registrant shall pay to Citizens right each purchaser who has made a written claim to recover for Tarion (in respect of his or her purchase agreement with the damages Registrant) prior to the extent expiration of the applicable limitation period, the amount of the financial loss suffered by such purchaser plus, in the case of a condominium unit, deposit interest which is owing by the Registrant to the purchaser pursuant to the Condominium Act, and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any non- payment of such payment. 10.5 Each Party will reimburse financial loss amount and interest. Obligations of Registrant and Tarion for major structural defects 2.3 Without limiting the other Party for obligations of the Registrant to Tarion arising under 2.1 and 2.2 hereof, it is understood and agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any loss through theft major structural defect in any home in respect of facilities provided which the Registrant acted as Vendor (or that was enrolled by the Registrant), all in accordance with the Act and Regulations. Enforcement of obligations 2.4 Tarion shall not be obliged to proceed against the builder of any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), prior to proceeding to enforce the obligations of the Registrant under this Agreement. Vendor obligation to retain Registered Builder 2.5 Where the Registrant does not build homes in the ordinary course of the Registrant’s business, the Registrant shall at all times maintain in full force and effect an agreement with a builder registered under the Act who does build homes in the ordinary course of its business, whereby such builder agrees to diligently perform the work required to fulfill each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement on and any Bulletins, in respect of the construction of such Party’s premises attributable home (and completion items) for which the builder has received payment and to the reimbursing Party’s actions maintain its agreement with Tarion to indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities heretofore or hereafter suffered or incurred by Tarion resulting from (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of) any non- performance or non-fulfillment of such obligations, in whole or in part. The Registrant shall provide Tarion with a copy of such agreement upon applying for registration under the connection arrangements Act, and interchange of traffic includingshall forthwith advise Tarion should such agreement be terminated, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communicationssubstantially modified or replaced with a similar agreement with another builder. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for any act or omission of the other Party in the furnishing of that Party’s service to Seller (including its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will subcontractors) shall indemnify, defend defend, and hold harmless Buyer, its affiliates, subsidiaries and related entities and their contractors, agents, officers, directors, managers, servants and employees (“Buyer Group”) from and against all claims, losses, damages (including without limitation damages to property or the other Party from environment), injuries (including without limitation injuries to or illnesses or deaths of persons), liabilities, fines, penalties, costs, and expenses (including without limitation all reasonable fees and disbursements of counsel) (collectively, “Claims”) arising from, in connection with, or otherwise with respect to Seller’s negligence, gross negligence, willful misconduct, fraud, or strict liability in relation to or in connection with furnishing any lossmaterials, costgoods, claim, injury or liability brought by a person not a Party services to Buyer under this Agreement which Purchase Order; provided, however, that Seller shall not be liable to Buyer Group under this provision in respect of any Claim that is proximately caused by the negligent acts or omissions sole negligence, gross negligence, or willful misconduct of Buyer Group. Seller agrees to furnish to Buyer, at its request, a certificate from Seller’s insurance carrier showing that Seller carries workers’ compensation, general liability, and property damage insurance coverage acceptable to Buyer. If Seller elects to use a subcontractor, (A) subcontractor shall be bound to all contract requirements including insurance coverage for liabilities to third parties for bodily injury and damage to property in amounts sufficient to protect Buyer Group in the indemnifying Party event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees, agents or contractors employees for injuries and disease suffered in connection with employment; (B) Seller will guarantee and remain liable for the performance of this Agreement. Such indemnity only extends to the comparative degree all subcontracted obligations; (C) Seller will indemnify Buyer for all damages and cost of negligence attributable to the indemnifying Party, as determined any kind incurred by state law negligence standards. 10.3 To the extent not prohibited by law Buyer or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately any third party and caused by the sole or comparative negligence or willful misconduct acts and omissions of CitizensSeller’s subcontractors; and (D) Seller will make all payments to its subcontractors. If Seller fails to timely pay a subcontractor for work performed Buyer will have the right, its employees or agents. 10.4 Carrier will reimburse Citizens but not obligation to pay the subcontractor and offset any amount due to Seller by any amount paid to subcontractor. Seller shall defend, indemnify and hold Buyer harmless for all damages to facilities and cost of Citizens provided under this Agreement if any kind, without limitation incurred by Xxxxx and caused by the negligence or willful act of Carrier or due Seller’s failure to malfunction of any facilities or equipment provided to Carrier by an entitypay a subcontractor. THIS PROVISION MAY REQUIRE SELLER TO INDEMNIFY AND DEFEND BUYER GROUP FOR CLAIMS CAUSED BY BUYER OR THIRD PARTIES WHEN SUCH CLAIMS ARISE OUT OF THE JOINT OR CONCURRENT NEGLIGENCE OF SELLER, other than CitizensBUYER, AND/OR ANY THIRD PARTY. Citizens will cooperate with Carrier IN NO EVENT SHALL BUYER BE RESPONSBILE TO SELLER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES. The indemnity provisions contained in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages this section apply to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other indemnity provisions in the defense Access Agreement do not provide indemnification in favor of Buyer Group for the Claims. Approval of documents by Buyer, its Client, or any suit, claim of their designees does not relieve Seller of their responsibility for providing goods or demand by third persons against either or both of them arising out of services that are fully functional and which fully comply with the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communicationsspecifications issued with this Purchase Order. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable Buyer shall indemnify, defend, hold and save harmless the Seller Indemnitees from and against any and all Claims and Losses of Third Parties for loss of or damage to any act property whatsoever or omission for injury, including fatal injury, and death to any person whatsoever that arise out of the other Party or are connected with actions or omissions in the furnishing performance by Buyer of its obligations under this Agreement, or that Partyarise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Buyer, Buyer’s service customers, or their respective Affiliates or their contractors or carriers of any tier, of any SAF after such SAF has been delivered to its customers. 10.2 To the Delivery Point, except in each case to the extent not prohibited caused by law or tariff and except as otherwise provided in Seller’s breach of the Agreement, each Party will indemnify, defend and hold harmless or the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees Seller or agentsany Seller Indemnitee. 10.4 Carrier will reimburse Citizens 10.2 Seller shall indemnify, defend and save harmless the Buyer Indemnitees from and against any and all Claims and Losses of Third Parties for damages loss of or damage to facilities any property whatsoever or for injury, including fatal injury, and death to any person whatsoever that arise out of Citizens provided or are connected with actions or omissions in the performance by Seller of its obligations under this Agreement if Agreement, or that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Seller or its Affiliates or their contractors or carriers of any tier, of any SAF prior to the time such SAF has been delivered to the Delivery Point, except in each case to the extent caused by Buyer’s breach of the Agreement, the negligence or willful act misconduct of Carrier Buyer or due any Buyer Indemnitee. 10.3 The liability of Seller for any loss, damage, claim or other expenditure arising from Seller failing to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against perform its obligations under the person causing such damage and Carrier will Agreement shall be subrogated to Citizens right to recover for the damages limited to the extent prompt refund of such paymentthe price of an affected delivery or (at Seller’s option), the replacement of affected SAF at no additional cost to Buyer. The preceding sentence and limitations shall not apply in relation to any indemnities owed by the Seller to the Buyer, including under preceding Section 10.2. 10.5 Each 10.4 Notwithstanding anything to the contrary in these General Terms and Conditions or the Agreement, neither Party will reimburse shall, under any circumstances, be liable to the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (consequential, incidental, special, punitive, or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them exemplary damages arising out of or related to the connection arrangements and interchange of traffic transactions contemplated under this Agreement, including, without limitationbut not limited to, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim lost profits or loss pursuant of business, or business interruption damages, even if apprised of the likelihood of such damages occurring, and regardless of whether available in tort or agreement or by statute. These limitations shall apply even if it causes a remedy in this Agreement to have failed of its essential purpose. the limitations of this Section 10.4 shall not prevent the recovery through the indemnification provisions of this Article 10 arising out of consequential, incidental, special, punitive, or exemplary damages suffered by and paid to a single incident, where Third Party by an indemnified Party (excluding Third Party customers of an indemnified Party) as a result of actions included in the amount in controversy is less than one hundred dollars ($100.00)protection afforded by the indemnification provisions of Article 10.

Liability and Indemnity. 10.1 Neither Party will be liable Section 12.01. Except only as to injury, death or property damage proximately caused by the negligence of Landlord for which Landlord is legally liable, Tenant agrees to indemnify and hold Landlord, Landlord’s agents and Landlord’s employees harmless from all claims, actions and damages (including costs and expenses of defending against all of the aforesaid) arising (or alleged to arise) from any act or omission of Tenant or Tenant’s agents, employees, assignees, sublessees, contractors, customers or invitees, or arising from any injury to or death of any person or persons or damage to or destruction of the other Party property of any person or persons occurring in or about the Leased Premises, and Tenant assumes responsibility for the condition of the Leased Premises and agrees to give Landlord written notice in the furnishing of that Party’s service event Tenant discovers any damage, defect or disrepair therein. Landlord agrees to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend indemnify and hold Tenant, Tenant’s agents and Tenant’s employees harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation all claims, actions and damages (including costs and expenses of defending against all of the aforesaid) arising (or alleged to arise) from any negligent act or omission of Landlord or Landlord’s agents, employees, assignees, sublessees in the Common Area of the Commercial Park. Section 12.02. Tenant agrees to take out and maintain at all times during the lease term a policy of fire and extended coverage insurance on its alterations and other personal property placed at the Leased Premises (including, but not limited to the rooftop HVAC and plate glass). Such policy shall contain a replacement cost endorsement. Such insurance policy shall contain a loss payable clause designating Tenant and Landlord as loss payees as their respective interests may appear. Tenant shall be responsible for infringement the safety and personal well being of copyright and/or unauthorized use Tenant’s employees, both within the Leased Premises and in the Common Area. Section 12.03. Tenant will take out and maintain, at its own cost and expense, commercial general liability insurance coverage in a minimum amount of program material$2,000,000.00 combined single limit and shall include products liability coverage. Such policy shall name Landlord (and any of its affiliates, libel subsidiaries, successors and slander actions based assigns designated by Landlord, subject to availability of such coverage on commercially reasonable terms) and Tenant as the insureds. Such policy shall be in a form and with a company reasonably acceptable to Landlord and shall be endorsed so as to be non-cancellable with respect to Landlord and not subject to material change except upon thirty (30) days prior written notice to Landlord given in the manner set forth in Article XXII, below. Section 12.04. Landlord agrees to take out and maintain at all times during the Term of this Lease “all risk” replacement cost property insurance on the content of communications. 10.7 Neither Party will Building and Commercial Park, comprehensive general liability insurance commercially reasonable in coverage and amounts, and such additional insurance as may be commercially reasonable, or as may be required by any lender to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)Landlord.

Liability and Indemnity. 10.1 Neither Party (a) The Customer will indemnify and keep the Loader indemnified against all costs, consequences and liability whatsoever associated with any Vessel Default. (b) The Loader will only be liable for failing to Load the Tonnage if such failure is: (i) as a result of a material breach of this Agreement by the Loader (or the Loader’s employees, representatives, agents or contractors); (ii) as a result of fraudulent or unexplained physical stock shortage; (iii) as a result of a quality defect caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default, or wilful misconduct. (c) It is agreed that the Loader will not be liable for any act other loss or omission damage, including but not limited to: (i) any special or unusual event or any natural process (as determined by the Loader acting reasonably) causing loss or damage to the Tonnage; (ii) any loss or damage arising out of or related to the other Party incidence or effect or both of any delays in the furnishing loading or unloading of that Partytrains, trucks, containers or ships unless such delays are caused by the Loader (or the Loader’s service employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (iii) any loss or damage arising out of or related to its customers.comingling of different Grades of Grain unless such comingling is caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; 10.2 To (iv) the extent natural deterioration of Grain; (v) in respect of any loss or damage arising out of or related to any quality or quantity deficiencies; (vi) any loss or damage arising out of or related to Grain passing or failing to pass inspection by any surveyor, officer or inspector (if not prohibited Loader employees or representatives); (vii) any loss or damage arising out of or related to toxic or other chemical residues, other contamination or genetic modification unless caused by law the Loader (or tariff and except the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (viii) any indirect or consequential loss (including but without limitation loss of profit, loss of opportunity or loss of reputation), cost, damage or expense suffered or incurred directly or indirectly by the Customer as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from a result of any loss or downgrade of or damage to Grain however caused (including without limitation any loss, cost, claim, injury damage or liability brought expense caused by a person not a Party the failure of the Loader to comply with any of its obligations under this Agreement which is proximately caused by or any negligent act or omission on the negligent acts or omissions or willful misconduct part of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensLoader, its employees or agentsAgents). 10.4 Carrier will reimburse Citizens for damages to facilities (d) In any event, the Loader’s liability in respect of Citizens provided providing the Services under this Agreement if caused by the negligence whether in tort or willful act of Carrier or due to malfunction in contract, will not exceed $100,000 in respect of any facilities one event or equipment provided to Carrier $250,000 in aggregate. (e) To the extent permitted by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against law the person causing such damage Loader excludes all conditions and Carrier will be subrogated to Citizens right to recover for the damages warranties implied at law or by statute relating to the extent obligations of such paymentthe Loader under this Agreement. 10.5 Each Party will reimburse the other Party for (f) The Loader’s liability under any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions non-excludable implied condition or warranty is limited to: (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other i) in the defense case of any suitservices, claim or demand by third persons against either or both of them arising out the lowest of the connection arrangements costs of supplying the services again and interchange having the services supplied again; and (ii) in the case of traffic includinggoods, without limitationthe lowest of the costs of replacing the goods, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel acquiring equivalent goods and slander actions based on having the content of communicationsgoods repaired. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will Warranty obligations during the warranty periods 2.1 It is understood and agreed that where the Registrant builds a home for or on behalf of a vendor, whether or not such vendor is registered under the Act, then the Registrant shall be liable responsible for fulfilling each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any act or omission Bulletins, in respect of the other Party in construction of such home (and completion items) for which the furnishing of that Party’s service to its customers. 10.2 To Registrant has received payment, and the extent not prohibited Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by law Tarion resulting from (or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury arising out of) non-performance or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the inadequate performance of this Agreement. Such indemnity only extends to the comparative degree such work, in whole or in part, provided written notice of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing Registrant (or in respect of any home enrolled or that ought to have been enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). This paragraph shall not limit the right of Tarion to enforce obligations owed by the vendor of such damage home to Tarion. Obligations of Registrant and Carrier will Tarion for major structural defects 2.2 Without limiting the generality of the foregoing, it is understood and agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any major structural defect in any home enrolled (or that ought to have been enrolled) by the Registrant, all in accordance with the Act and Regulations. Obligations of Registrant if acting as a vendor 2.3 It is further understood and agreed that in the event the Registrant acts as a vendor without registering with Tarion as a vendor (and without executing a Vendor Agreement) then the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any failure to perform or fulfil the obligations that the Registrant would have been obliged to fulfil had the Registrant registered as a vendor with Tarion and executed a Vendor Agreement with Tarion. Enforcement of obligations 2.4 Tarion shall not be subrogated obliged to Citizens right proceed against the vendor of any home enrolled (or that ought to recover for have been enrolled) in respect of which the damages Registrant acted as a builder, prior to proceeding to enforce the obligations of the Registrant under this Agreement. Preservation of rights and claims against others 2.5 The Registrant shall preserve all assignable rights and claims that the Registrant may have against manufacturers, suppliers, vendors, builders, contractors, sub-contractors and others in respect of any major structural or other construction defect(s), or with respect to any contravention of the Ontario Building Code, in respect of any homes enrolled (or that ought to have been enrolled) by the Registrant, and in those circumstances where the Registrant is not diligently enforcing or pursuing such rights and claims, and to the extent permitted by law, the Registrant shall, forthwith upon the request of Tarion, assign and transfer all such payment. 10.5 Each Party will reimburse rights and claims to and in favour of Tarion, and shall execute and deliver such assignments and other instruments and do such acts and things as Tarion may reasonably require in order to enable Tarion to prosecute and enforce such rights and claims as fully and effectually as the same could be prosecuted and enforced by the Registrant. Administration fee 2.6 The Registrant shall pay to Tarion an administration fee equivalent to fifteen (15%) per cent (or such other Party for per cent as may be stipulated from time to time by the Regulations) of each amount paid out by Tarion to any loss through theft purchaser(s), homeowner(s) or third party contractor(s)/consultant(s) in respect of facilities provided under the obligations imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins. Interest on debt 2.7 The Registrant shall pay to Tarion interest on any amounts owed to Tarion by the Registrant by virtue of the Act, the Regulations, this Agreement and/or the Bulletins, which interest shall accrue at the rate of eighteen (18%) per cent per annum, calculated annually, not in advance (or such Party’s premises attributable other interest rate as may be stipulated from time to time by the Regulations) and accruing from and after the respective date(s) that any amount(s) is/are so due or owing to Tarion, to and until the date that all such amounts (together with all interest accrued thereon as aforesaid) have been fully paid or remitted to Tarion. Binding nature of the Agreement 2.8 This Agreement shall extend and enure to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out benefit of the connection arrangements successors and interchange assigns of traffic includingTarion and shall be binding upon the Registrant and the heirs, without limitationestate trustees, Workers Compensation claimslegal representatives, actions for infringement successors and permitted assigns of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communicationsRegistrant. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will Landlord shall not be liable to Tenant, Tenant's guests or other occupants or persons on the Premises for personal injury, property damage or other losses to such persons or their property caused by other persons, theft, burglary, assault, other crimes, fire, water, wind, rain, smoke, or any other causes. Tenant agrees to indemnify and hold Landlord free and harmless from any and all liability for injury to or death of any person, or for damage to property arising from the use and occupancy of the Premises by Tenant or from the act or omission of any person or persons, including Tenant, in or about the other Party in leased Premises with the furnishing express or implied consent of Tenant. Landlord recommends that Party’s service Tenant secure insurance for Tenant's own account to its customers. 10.2 To protect Tenant from the extent not prohibited hazards of such losses as are described above. Landlord shall have no duty to furnish smoke detectors or additional locks, except as required by law. When smoke detectors are furnished, Landlord shall test same and provide initial batteries as required by law or tariff at the time of lease commencement, thereafter, Tenant shall pay for, test, and except replace smoke detector batteries as otherwise provided in the Agreement, each Party will indemnify, defend needed. Landlord acknowledges and hold harmless the other Party from agrees that Landlord shall be liable to Tenant for any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately damages to Tenant's personal property caused by the negligent Landlord, or Landlord's agents, employees, contractors or representatives. In the event Tenant retains or requests Landlord's employees or contractors to render services not contemplated in this agreement, or without prior knowledge and consent of Landlord expressed in writing, such employees or contractors shall be deemed the agent of the Tenant whether or not compensated by the Tenant or by Landlord and Tenant agrees to hold harmless and indemnify Landlord for and from all liability for the acts or omissions of such persons 19. DEFAULT BY LANDLORD: Upon default by Landlord of any obligation imposed hereunder, or willful misconduct breach of any of the indemnifying Party covenants and/or agreements contained herein, or its employeesif Landlord fails to satisfy any obligation or duty imposed on Landlord hereunder and if Tenant is not currently in default (all rent and other charges must be current, agents or contractors etc.), Tenant shall send Landlord written notice of the default by United States Mail, certified mail, return receipt requested, in connection accordance with paragraph 27 hereof, and Landlord shall have ten (10) days from the performance date said notice is posted (the "Notice Date") to cure said default; provided, however, if such default cannot be cured within said ten (10) day period for reasons beyond the control of Landlord, Landlord shall have an additional period not to exceed thirty (30) days from the Notice Date, in which to cure such default. If Landlord fails and/or refuses to cure such default within the time limits specified hereinabove, Tenant may: (a) Terminate this Agreement. Such indemnity only extends lease in writing, in which event, Tenant shall be entitled to the comparative degree receive from Landlord, on demand, a full refund of negligence attributable to the indemnifying PartyTenant's security deposit, less proper charges as described in Paragraph (8) hereinabove, and any unearned portion of any rent paid, as determined by state law negligence standards. 10.3 To of the extent not prohibited by law date of the Tenant's election to terminate this Lease; or tariff, Citizens will reimburse Carrier for damages to premises (b) enforce specific performance hereof; or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim (C) bring suit against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party Landlord for any loss through theft and all damages incurred by Tenant as a result of facilities provided under this Agreement on Landlord's default or negligence including reasonable attorney's fees. Any or all such Party’s premises attributable to the reimbursing Party’s actions (remedies may be exercised either separately or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligenceconcurrently. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will 7.1 The Security Trustee shall not be liable for any act loss or omission damage suffered by the Issuer or any Bondholder or otherwise arising directly or indirectly as a result of or in the course of the other Party discharge by the Security Trustee of its duties to the Bondholders hereunder or in connection with the furnishing subject matter of that Party’s service this Agreement, unless such loss or damage is directly attributable to its customersa breach of this Agreement or the gross negligence, fraud or wilful default of the Security Trustee. 10.2 To 7.2 The Security Trustee shall not be liable for any loss or damage which the extent Issuer may suffer if the Security Trustee has acted in good faith or upon any instruction or communication (including, without limitation, electronic mail or pricing information received) reasonably believed by the Security Trustee to be genuine or failing to act in respect of the same where the Security Trustee does not prohibited by law believe that to be the case otherwise than as a result of some act directly attributable to gross negligence, fraud or tariff and except as otherwise provided in wilful default on the Agreementpart of the Security Trustee. 7.3 The Security Trustee shall not be liable for any failure to fulfil its duties to any Bondholder or to the Issuer if such failure shall be caused by, each Party will indemnifyor due to, defend war damage, enemy action, the act of any government or other competent authority, riot, civil commotion, rebellion, xxxxx, xxxxxxx, accident, fire, strike, lock-out or other cause whether similar or not that is reasonably beyond the control of the Security Trustee. 7.4 The Issuer shall indemnify and hold harmless and keep the other Party from any lossSecurity Trustee indemnified against all actions, costproceedings, claimclaims and demands (including reasonably costs and expenses incidental thereto) which may be made against, injury suffered or liability brought by a person not a Party under this Agreement which is proximately caused incurred by the negligent acts Security Trustee in respect of any loss or omissions damage suffered or willful misconduct of the indemnifying Party or its employees, agents or contractors alleged to have been suffered in connection with the performance by the Security Trustee of its duties under this Agreement otherwise than as a result of a breach of this Agreement. Such indemnity only extends , or some act of gross negligence, fraud, or wilful default on the part of the Security Trustee. 7.5 For the avoidance of any doubt it is hereby agreed and declared that reference to the comparative degree of negligence attributable Security Trustee in this clause shall be deemed to include references to the indemnifying Partyofficers, as determined by state law negligence standardsservants, agents and delegates of the Security Trustee. 10.3 To 7.6 The indemnity given to the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under Security Trustee in this Agreement if caused by the negligence or willful act shall survive termination of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such paymentthis Agreement. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party 10.1. Simtronic Technologies will not be liable to the Customer in respect of any or any direct, indirect, special or consequential losses (including but not limited to loss of profits or loss of revenue) however caused, and regardless of whether the Customer has been advised of the possibility of such loss, where such loss arises as a result of the breach of this Agreement other than as a result of any negligence or a statutory liability arising in connection with the supply of Products or performance of Services under this Agreement. 10.2. Except in relation to liability for personal injury (including sickness and death), and subject to subclause 1, Simtronic Technologies will not be liable to the Customer in respect of any loss or damage which may be suffered or incurred or which may arise directly or indirectly in respect of the use or effect of Products or Services supplied pursuant to this Agreement or in respect of a failure or omission on the part of Simtronic Technologies to comply with its obligations under this Agreement. 10.3. The Customer releases and indemnifies Simtronic Technologies, its servants and agents against all actions, claims and demands (including the cost of defending or settling any action, claim or demand) which may be instituted against Simtronic Technologies arising out of a breach of this Agreement by the Customer or the fraud or negligence of the Customer, its agents, employees or subcontractors or of any other person for whose acts or omissions the Customer is vicariously liable. 10.4. The Customer releases and indemnifies Simtronic Technologies against any action, claim or demand by the Customer's End Users, servants, employees or agents or their personal representatives or dependants arising out of the performance of this Agreement other than as a result of any negligence or a statutory liability arising in connection with the supply of Products or performance of Services under this Agreement. 10.5. The Customer shall at all times indemnify and hold harmless Simtronic Technologies and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by: 10.5.1. a breach by the Customer of its obligations under this Agreement; or 10.5.2. any wilful, unlawful or negligent act or omission of the other Party Customer. 10.6. Where any liability of Simtronic Technologies is not otherwise limited under this Agreement, the aggregate liability of Simtronic Technologies shall be limited to the total Charges paid by the Customer in the furnishing of that Party’s service to its customers. 10.2 To last month preceding the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct accrual of the indemnifying Party or its employeesrelevant liability, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents and if liability has accrued on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less more than one hundred dollars ($100.00)occasion, the month preceding the most recent accrual of liability.

Liability and Indemnity. 10.1 11.1 Neither Party Solution Recruitment nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with an Assignment and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with: 11.1.1 Failure of the Temporary Worker to meet the requirements of the Client when providing the Services; 11.1.2 Any act or omission of the other Party Temporary Worker, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; 11.1.3 Any loss, injury, damage, expense or delay incurred or caused by the Temporary Worker; (PROVIDED THAT nothing in this clause 11 will be construed as purporting to exclude or restrict liability of Solution Recruitment to the Client for personal injury or death resulting from negligence (as defined in the furnishing of that Party’s service to its customers. 10.2 To the extent not Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law or tariff including any liability for fraud including fraudulent misrepresentation. 11.2 In consideration of Solution Recruitment entering into an contract with the Client into which these Terms are incorporated, the Client hereby undertakes to indemnify Solution Recruitment in respect of any and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from all liability for any loss, costinjury, claimdamage, injury expense or liability brought delay suffered or incurred by a person not a Party under this Agreement which is proximately caused by any one arising directly or indirectly from or in any way connected with the negligent acts or and omissions or willful misconduct of the indemnifying Party Temporary Worker, whether wilful, negligent, fraudulent, dishonest, reckless or its employeesotherwise; (PROVIDED THAT this indemnity is given only in respect of any such loss, agents injury, damage, expense or contractors delay caused during or arising directly or indirectly out of or in connection any way connected with an Assignment). 11.3 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of Solution Recruitment set out herein are reasonable and will either accept the risk or insure against accordingly. The Client will ensure the provision of adequate and suitable policies of Employers Liability Insurance, Public and Products Liability Insurance and Professional Indemnity Insurance, to cover the performance and liabilities of this Agreement. Such indemnity only extends to Solution Recruitment under the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsTerms. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be liable for suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) THE OMNI SHOREHAM HOTEL and the owners, employees and representatives thereof, and (e) any act other persons lawfully on or omission of about the other Party in the furnishing of that Party’s service convention premises. EXHIBITOR agrees to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any lossand all liabilities, costobligations, claimlosses, injury damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or liability brought by a person not a Party under disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. Such indemnity only extends EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the comparative degree provisions of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment this section. Proof of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment insurance shall be provided to Carrier by an entityJUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for any reason. In such event that JUMP$TART is unable to deliver exhibit space to EXHIBITOR, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier JUMP$TART’s sole liability will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the reimbursing Party’s actions (CONFERENCE or to that of its agents or employees), except to the extent that such loss is due to the regarding any other Party’s comparative negligencematters. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party 11.1 The parties agree that the provisions of this DPA will not be subject to the limitations and exclusions of liability and other terms of the Agreement applicable to the Services in question. 11.2 Nothing in this DPA will exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law. 11.3 Subject to clause 11.2, neither party will be liable under this DPA for any act loss of actual or omission anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known. KEDEhub’s liability in respect of any breach of this DPA shall amount the direct damage suffered by the Customer but in any case not more than the total amount of the other Party in fees actually paid by the furnishing of that Party’s service to its customersCustomer. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend 11.4 Subject to Clause 11.3 KEDEhub shall indemnify and hold harmless the Customer against all losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other Party from professional expenses), fines and sanctions which may be incurred by the Customer as the result of any loss, cost, claim, injury suit, proceeding or liability Regulator action brought against the Customer directly arising out of any breach by a person not a Party under KEDEhub of this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors DPA except: (a) where KEDEhub has acted in connection accordance with the performance of Customer’s instructions, this Agreement. Such indemnity only extends to DPA, the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards.Data Protection Laws or other applicable laws; and 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except b) to the extent that such loss is due Customer or any third party acting on behalf of the Customer has breached this DPA or any applicable Data Protection Laws. 11.5 The Customer shall indemnify and hold harmless KEDEhub against all losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses), fines and sanctions which may be incurred by KEDEhub as the result of any claim, suit, proceeding or Regulator action brought or threatened against KEDEhub directly arising out of or in connection with KEDEhub complying with the Customer’s written instructions regarding Personal Data Processing. 11.6 To claim under an indemnity set out in this DPA, the claiming party must: (a) give written notice of the underlying claim, suit, proceeding or Regulator action to the other Party’s comparative negligence.as soon as reasonably practicable; 10.6 The Parties will cooperate with each other (b) not making any admission of liability in relation to the defense of any underlying claim, suit, claim proceeding or demand by third persons against either or both of them arising out Regulator action without the prior written consent of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications.other; 10.7 Neither Party will be required to reimburse (c) allow the other for any claim to conduct the defence of the underlying claim, suit, proceeding or loss pursuant Regulator action; and (d) at the other's expense, co-operate and assist to this Section 10 arising out a reasonable extent with the defence of a single incidentthe underlying claim, where the amount in controversy is less than one hundred dollars ($100.00)suit, proceeding or Regulator action.

Liability and Indemnity. 10.1 Neither Party will be liable for SECTION 12.01. Tenant agrees to indemnify and hold Landlord and Landlord's employees harmless from all losses, claims, and liability (including costs and expenses of defending against all of the aforesaid) arising (or alleged to arise) from any act or omission of Tenant or Tenant's agents, employees, assignees, sublessees, contractors, customers or invitees, or arising from any injury to or death of any person or persons or damage to or destruction of the other Party property of any person or persons occurring in or about the Leased Premises on the sidewalks adjacent thereto, or in the furnishing Staging Area (defined in Section 7.02.B., and Tenant assumes responsibility for the condition of that Party’s service the Leased Premises and agrees to its customersgive Landlord written notice in the event of any damage, defect or disrepair therein. 10.2 To SECTION 12.02. Tenant agrees to take out and maintain at all times during the extent lease term a policy of fire and extended coverage insurance on its alterations and other personal property placed at the Leased Premises (including, but not prohibited limited to the rooftop HVAC and plate glass). Such policy shall contain a replacement cost endorsement. In the event that Tenant sustains a loss by law reason of fire or tariff other casualty, and except as otherwise provided such fire or casualty is caused in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury whole or liability brought in part by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions of Landlord, its agents, servants or willful misconduct of the indemnifying Party or its employees, agents then Tenant agrees to look solely to its insurance proceeds (if any); and Tenant shall have no claim or contractors in connection with right of recovery against Landlord, or the performance agents, servants or employees of this AgreementLandlord; and no third party shall have any claim or right of recovery by way of subrogation or assignment or otherwise. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, insurance policy shall contain a loss payable clause designating Tenant and Landlord as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizensloss payees as their respective interests may appear. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will Tenant shall be subrogated to Citizens right to recover responsible for the damages to safety and personal well being of Tenant's employees, both within the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other Leased Premises and in the defense of any suit, claim Common Area. Tenant agrees that Landlord shall not be responsible or demand by third persons against either liable to Tenant or both of them arising out of the connection arrangements and interchange of traffic those claiming under Tenant (including, without limitation, Workers Compensation Tenant's agents, servants, employees, customers and invitees) for injury, death or damage or loss occasioned by the acts or omissions of persons occupying any other part of the Shopping Center or occasioned by the condition of the Shopping Center or property of any other occupant of any part of the Shopping Center or the acts or omissions of any other person or persons present at the Shopping Center who are not occupants of any part thereof, whether or not such persons are present with the knowledge or consent of Landlord, and Tenant agrees to indemnify and hold Landlord harmless from all losses, claims, actions suits, actions, damages, and liabilities arising (or alleged to arise) therefrom. SECTION 12.03. Tenant will take out and maintain, at its own cost and expense, commercial general liability insurance coverage in a minimum amount of $2,000,000.00 combined single limit and shall include products liability coverage. Such policy shall name Landlord (and any of its affiliates, subsidiaries, successors and assigns designated by Landlord) and Tenant as the insureds. If Tenant is engaged in any way in the sale of alcoholic beverages, either for infringement consumption of copyright and/or unauthorized use of program material, libel and slander actions based alcoholic beverages on the content premises or off the premises, Tenant will also maintain liquor liability insurance with the limits of communicationsnot less than $1,000,000.00 each common cause and $1,000,000.00 aggregate. If written on a separate policy from the commercial general liability policy, such policy shall name Landlord (and any of its affiliates, subsidiaries, successors and assigns designated by Landlord) as an additional insured. 10.7 Neither Party will be SECTION 12.04. The policies of insurance required to reimburse be maintained by Tenant under the other for any claim or loss pursuant terms of this Lease are referred to in this Section 10 arising out 12.04 in the singular as a "Required Policy" and in the plural as "Required Policies". All Required Policies shall be in a form and with a company acceptable to Landlord and shall be endorsed so as to be non-cancellable with respect to Landlord and not subject to material change except upon thirty (30) days prior written notice to Landlord given in the manner set forth in Article XXIII, below. Tenant agrees to initially deliver to Landlord a duplicate original or certificate of each Required Policy upon tender of possession of the Leased Premises to Tenant and at all times during the lease term, to maintain a single incident, where the amount in controversy is less than one hundred dollars ($100.00)duplicate original or a certificate of all Required Policies on deposit with Landlord.

Liability and Indemnity. 10.1 Neither Party will EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be liable for suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the OMNI XXXX LOUISVILLE and the owners, employees and representatives thereof, and (e) any act other persons lawfully on or omission of about the other Party in the furnishing of that Party’s service convention premises. EXHIBITOR agrees to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any lossand all liabilities, costobligations, claimlosses, injury damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or liability brought by a person not a Party under disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. Such indemnity only extends EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the comparative degree provisions of negligence attributable this section. Proof of such insurance shall be provided to the indemnifying PartyJUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens JUMP$TART will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilitiesfees paid hereunder, services or arrangements less expenses incurred by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensJUMP$TART, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entityincluding advertising, other than Citizensadministration and related expenses. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will Under no circumstances shall JUMP$TART be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party liable for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the reimbursing Party’s actions (CONFERENCE or to that of its agents or employees), except to the extent that such loss is due to the regarding any other Party’s comparative negligencematters. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party 6.1. Mercer will indemnify Subscriber against any losses, damages, costs (including reasonable legal fees) and expenses (collectively, “Losses”) that may be liable for awarded to any act third party to the extent directly arising out of any claim or omission action by such third party that the use of the other Party Mercer Products by Subscriber, Licensee or its Permitted Users in accordance with the furnishing provisions of the Agreement infringes the intellectual property rights of that Party’s service third party (“Infringement Claim”), provided that Subscriber: (i) immediately gives notice to Mercer upon being notified of the Infringement Claim; (ii) gives Mercer the sole conduct of the defense of the Infringement Claim and does not at any time attempt to settle or compromise the Infringement Claim except upon the express instructions of Mercer; and (iii) provides reasonable assistance to Mercer in respect of the defense of the Infringement Claim. Mercer will reimburse Subscriber its customersreasonable costs incurred in complying with these requirements. 10.2 To 6.2. Xxxxxx’x indemnity obligations under Section 6.1 above shall not apply to any Infringement Claim to the extent not prohibited by law or tariff and except as otherwise provided it is caused by: (i) Licensee’s and/or its Permitted Users’ use of the Mercer Products in a manner inconsistent with the provisions of the Agreement, each Party or (ii) modifications made to the Mercer Products by Licensee, its Permitted Users, or a third party. If the Mercer Products become, or in Xxxxxx’x reasonable opinion are likely to become, the subject of an Infringement Claim, Mercer will, at its expense and option, (x) procure the right for Subscriber, Licensee and its Permitted Users to continue using the Mercer Products; (y) modify the Mercer Products so that they become non-infringing without incurring a material diminution in performance or function; or (z) if (x) and (y) are not reasonably practicable, Mercer will indemnifyrefund an equitable portion of the Fee (if applicable), defend which shall be Subscriber’s sole remedy for an Infringement Claim. 6.3. Subscriber will indemnify Mercer, Data Suppliers, and hold harmless the other Party Information Services Providers against any Losses suffered by any of them caused by or resulting from any lossaccess, costuse or disclosure of Confidential Information contrary to the provisions of this Agreement. 6.4. Except with respect to the indemnity set out in Section 6.1 above, claim, injury Xxxxxx’x maximum aggregate liability to Subscriber or liability brought by a person not a Party to any third party for any and all claims related to Xxxxxx’x obligations under this Agreement shall not exceed the Fee (if applicable) paid by Subscriber to Mercer hereunder for the twelve (12) month period immediately preceding the month in which is proximately caused by the negligent acts claim or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsclaims arise. 10.3 To the extent not prohibited by law 6.5. In no event shall Mercer or tariff, Citizens will reimburse Carrier for damages any of its Data Suppliers be liable to premises Subscriber or equipment of Carrier resulting from the installation any other person or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party entity for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable direct (solely with respect to the reimbursing Party’s actions (or to that of its agents or employeesData Suppliers), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suitindirect, claim special, incidental or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic consequential damages, including, without limitation, Workers Compensation claimsthe loss of sales or revenues, actions for infringement loss of copyright and/or unauthorized use goodwill, loss of program materialbusiness information, libel and slander actions based on or the content loss of communications. 10.7 Neither Party will be required to reimburse the other for any claim savings or loss pursuant to this Section 10 profits, arising out of or in any manner connected with this Agreement, or the data supplied within the Mercer Products nor for any reliance on the results of any analysis of, or any conclusions drawn from, the data supplied in the Mercer Products, or, as applicable, any information on a single incidentlinked site, the inability to use such information, or any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, whether in tort (including negligence or strict liability), contract or otherwise, even if they are advised of the possibility of such damages, losses or expenses. 6.6. Without limitation on the foregoing, Subscriber acknowledges that the Mercer Products may be incomplete or condensed, for information purposes only and not intended as, and shall not be construed to be, an offer or solicitation with respect to the purchase or sale of any security. All opinions and estimates provided constitute judgments as of their respective dates and are subject to change without notice. Such data, information, opinions and estimates are furnished as part of a general service, without regard to Subscriber’s particular circumstances, and Mercer and its Data Suppliers shall not be liable for any damages in connection therewith. Mercer and its Data Suppliers are not undertaking to manage money or act as a fiduciary with respect to Subscriber’s accounts or any of Subscriber’s managed or fiduciary accounts and Subscriber acknowledges and agrees that the information contained in the Mercer Products do not and shall not serve as the primary basis for any investment decisions made with respect to such accounts. 6.7. To the extent applicable, Mercer assumes no responsibility for the effectiveness of any encrypted data, nor will it guarantee that an encryption algorithm will be indecipherable. Mercer makes no claims or warranties regarding the viability, integrity or invincibility of the encryption used, nor will it accept responsibility for the success or failure of the secure server to properly encrypt data. Mercer will not be liable for any and all harm or damage Subscriber may experience by sending privileged or confidential information to it over the internet or by e-mail. By accessing the Mercer Products, Subscriber assumes any risk that the encryption may be decipherable. 6.8. If Subscriber or Licensee is located in Australia or has Permitted Users in Australia, the following language applies: 6.8.1. Notwithstanding anything to the contrary in this Agreement: 6.8.2. Nothing in this Agreement excludes, restricts or modifies or purports to exclude, restrict or modify the application of the provisions of any statute, legislation or law (including the Competition and Consumer Act 2010) where to do so would contravene that statute, legislation or law or render any part of this Agreement void, unenforceable or a nullity. To the amount in controversy extent that any part of this Agreement may contravene any such statute, legislation or law or render any part of this Agreement void, unenforceable or a nullity, this Agreement shall operate is less if the part did not exist but otherwise this Agreement shall be effective 6.8.3. Liability for breach of a condition or statutory guarantees into this Agreement by the Competition and Consumer Act 2010 (other than a condition implied by Subdivision of Division 1 of part 3-2 of Schedule 2) is limited to any one hundred dollars of the following as determined by Mercer: ($100.00)a) the supply of the Mercer Products again; or (b) payment of the cost of having the Mercer Products supplied again.

Liability and Indemnity. 10.1 Neither Party will be liable a. The responsibility for the safekeeping of Customer's currency shall commence when receipted for by Xxxxx Fargo Armored and shall terminate when (i) currency is placed in Customer's ATM, or (ii) if placement is cancelled by Customer or otherwise impossible, the currency has been returned to Customer or Customer's designated agent and a receipt obtained therefor. The responsibility for the return of leftover currency and Deposit Collections shall commence when removed by Xxxxx Fargo Armored for the Customer's ATM until returned to Customer or Customer's designated agent and a receipt obtained therefor. b. Subject to Paragraph 2(c) and 2(e) of this Agreement, the liability of Xxxxx Fargo Armored for any act loss destruction or omission damage arising out of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance services provided to Customer pursuant to this Agreement shall not exceed the lower of this Agreement(i) the liability limits for the services stated in the Service and Compensation Schedule Rider; (ii) the total shipment value declared by Customer, or (iii) the amount of loss, destruction or damage actually sustained. Such indemnity only extends to The service liability obligations assumed by Xxxxx Fargo Armored and the comparative degree rates charged by Xxxxx Fargo Armored are based, in part, upon the shipment values declared by Customer who has exclusive knowledge of negligence attributable to the indemnifying Partyactual value of the contents of each package, as determined bag or cartridge picked up from Customer. Customer shall record the shipment value of each package, bag or cartridge picked up by state law negligence standardsXxxxx Fargo Armored in a receipt book or other receipting form. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided x. Xxxxx Fargo Armored's liability under this Agreement if caused by is limited solely to (i) losses of currency from robbery, kidnapping and entry of ATMs with the negligence or willful act use of Carrier or due keys and/or combinations issued to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided Xxxxx Fargo Armored's employees under this Agreement on such Party’s premises attributable Agreement, and (ii) breakage, loss or damage to the reimbursing Party’s actions currency cartridges (or to that of its agents or employeesthe currency therein), except to the extent that such loss is due to the other Party’s comparative negligenceprovable sole negligence or dishonesty of Xxxxx Fargo Armored employees while the currency or cartridge is in its sole care, custody and control. CUSTOMER AGREES THAT XXXXX FARGO ARMORED DOES NOT UNDERTAKE THE OBLIGATION OF AN ABSOLUTE INSURER IN THE PERFORMANCE OF THIS AGREEMENT. 10.6 The Parties will cooperate with each other d. Notwithstanding anything to the contrary contained in the defense of this Agreement, Xxxxx Fargo Armored shall not be liable and Customer agrees to defend and does hereby indemnify and hold harmless Xxxxx Fargo Armored, its officers, employees, underwriters and insurers from and against any suitand all claims, claim or demand by third persons against either or both of them actions, damages, liabilities, losses and expenses, including reasonable attorneys fees, arising out of or in connection with any claims due to ATM losses of currency or other valuable items arising out of or in connection with currency dispensed due to ATM malfunction, currency dispensed due to mistake or fraudulent instruction manually or electronically transmitted to the connection arrangements ATM. ATM equipment hardware malfunction, mistakes in verification, nominal unexplained currency shortages which Customer has previously experienced, the failure of Customer's patrons (consumers) to seal deposit envelopes giving rise to claims for alleged differences in the amount said to have been deposited and interchange the amount actually received by Customer, access to the ATM by third parties for hardware maintenance or any other reason without Xxxxx Fargo Armored's employees being present, access by Customer's employees with duplicate keys and combinations, or the use of traffic includingmagnetic debit and credit cards, not in Xxxxx Fargo Armored's possession, burglary and damage from breakage and vandalism. e. In the event of the loss, destruction or damage of any Deposit Collection or part thereof, the Customer agrees to reconstruct the lost, damaged or destroyed items and to take such actions as may be necessary to assure the maximum amount of reconstruction of such items, including without limitation, Workers Compensation requesting depositors of any negotiable instrument (including checks) to issue duplicates thereof and in the event such depositor shall refuse to do so, then Customer will assert any rights it may have against such depositors, XXXXXXXX event shall Xxxxx Fargo Armored be liable for the failure of the depositors of lost, destroyed or damaged items to reissue same. Customer agrees to defend and does hereby indemnify and hold harmless Xxxxx Fargo Armored, its officers, employees, underwriters and insurers from and against any and all claims, actions for infringement of copyright and/or unauthorized use of program materialactions, libel damages, liabilities, losses and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 expenses, including reasonable attorney fees, arising out of a single incident, where or in connection with any claims by Customer's depositors for any difference in the amount said to have been deposited in controversy is less than one hundred dollars ($100.00)Customer's ATM(s) and the amount actually received by Customer for any Deposit Collection.

Liability and Indemnity. 10.1 Neither Party will CPS shall not be liable for any act action taken or omission of omitted to be taken by it under or pursuant to this Marketing Agreement if done in a commercially reasonable manner so as to satisfy CPS’ obligations hereunder and reasonably believed by CPS to be in accordance with the other Party in the furnishing of that PartyRosetta Authorized Representative’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend prior written direction. Rosetta shall indemnify and hold harmless CPS from and against any and all third-party claims, liens, demands, causes of actions or expenses arising out of, or incidental to, the other Party from any loss, cost, claim, injury or liability brought by a person not a Party operations under this Marketing Agreement which is proximately caused by the negligent acts or omissions or willful misconduct when arising out of the indemnifying Party joint or its employees, agents or contractors in connection with the performance concurrent negligence of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage CPS and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees)Rosetta, except to the extent the same arises out of or is in connection with CPS’ willful misconduct, sole or gross negligence. If Rosetta or CPS receives a claim or demand related to this Marketing Agreement, Rosetta or CPS shall notify the respective other Party promptly in writing and give such Party all available information and assistance to evaluate, defend and settle such claim. Rosetta shall defend each claim asserted and suit brought involving any matter for which Rosetta has an obligation to indemnify CPS hereunder, Rosetta shall be entitled to select and retain defense counsel of its choosing in such circumstances, and Rosetta shall pay all costs, expenses and attorney fees incidental thereto and all judgments resulting therefrom. If it is determined that such loss Rosetta is due not obligated to indemnify CPS, CPS will fully reimburse Rosetta for all costs and expenses, including attorneys fees and judgments. CPS shall have the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other right, at its option and sole expense, to participate in the defense of any suit, each such claim or demand by third persons against either or both suit without relieving Rosetta of them arising out of the connection arrangements and interchange of traffic includingany obligations hereunder. ANY STATUTORY LIMITATIONS NOW OR HEREAFTER IN EFFECT WHICH AFFECT THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION PROVISIONS IN THIS MARKETING AGREEMENT ARE MADE A PART HEREOF IN THE RESPECTIVE JURISDICTION WHERE THE STATUTE APPLIES AND ANY SUCH STATUTORY LIMITATIONS SHALL OPERATE TO AMEND THE INDEMNITY PROVISIONS HEREOF TO THE MINIMUM EXTENT NECESSARY TO BRING SUCH PROVISIONS INTO CONFORMITY WITH THE REQUIREMENTS OF THE STATUTE. SO MODIFIED, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communicationsTHE INDEMNITY PROVISIONS OF THIS CONTRACT SHALL CONTINUE IN FULL FORCE AND EFFECT. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party (a) The Customer will indemnify and keep the Loader indemnified against all costs, consequences and liability whatsoever associated with any Vessel Default. (b) The Loader will only be liable for failing to Load the Tonnage if such failure is: (i) a result of a material breach of this Agreement by the Loader (or the Loader’s employees, representatives, agents or contractors); (ii) a result of fraudulent or unexplained physical stock shortage; (iii) a result of a quality defect caused by the Loader’s (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default, or wilful misconduct. (c) It is agreed that the Loader will not be liable to Customer or any act third party or omission any person claiming through or on behalf of the other Party Customer, for any Claims or Loss, including but not limited to: (i) any special or unusual event or any natural process (as determined by the Loader acting reasonably) causing loss or damage to the Tonnage; (ii) any loss or damage arising out of or related to the incidence or effect or both of any delays in the furnishing loading or unloading of that Partytrains, trucks, containers or ships unless such delays are caused by the Loader’s service (or the Loader’s employees’, representatives’, agents’ or contractors’) negligence, wilful default or wilful misconduct; (iii) any loss or damage arising out of or related to its customers.comingling of different Grades of Grain unless such comingling is caused by the Loader’s (or the Loader’s employees’, representatives’, agents’ or contractors) negligence, wilful default or wilful misconduct; 10.2 To (iv) the extent not prohibited natural deterioration of Grain; (v) in respect of any loss or damage arising out of or related to any quality or quantity deficiencies; (vi) any loss or damage arising out of or related to Grain passing or failing to pass inspection by law any surveyor, officer or tariff and except inspector; (vii) any loss or damage arising out of or related to toxic or other chemical residues, other contamination or genetic modification unless caused by the Loader’s (or the Loader’s employees’, representatives’, agents’ or contractors’) negligence, wilful default or wilful misconduct; (viii) any indirect or Consequential Loss suffered or incurred directly or indirectly by the Customer as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from a result of any loss or downgrade of or damage to Grain however caused (including without limitation any loss, cost, claim, injury damage or liability brought expense caused by a person not a Party the failure of the Loader to comply with any of its obligations under this Agreement (except where this liability cannot be excluded by law). (ix) the Customer remains the owner of the Grain at all times until the Grain is sold or removed from the Port Terminal subject to applicable fees. (x) where contaminated Grain is received from or on behalf of the Customer from any site, and this Grain contaminates other stock at the Port Terminal, the Customer is deemed the owner of the contaminated Grain and is liable for all Loss incurred by the Loader (including from Claims by other Customers) caused by and all costs associated with the contaminated stock. (xi) notwithstanding any other provision in this Agreement, the Customer acknowledges and accepts that matters and events beyond Loader’s control may occur (including but not limited to Vessel Default, Grain quality issues, Vessel congestion, lack of performance and Port Block Outs or other service providers) which is proximately means Loader cannot guarantee all cargos can or will be loaded as scheduled. Loader will try to avoid any changes or delays where possible and load Vessels as scheduled and will keep the Customer informed. (d) Except where a Claim or Loss has been solely caused by the negligent acts Loader’s negligence or omissions wilful misconduct, the Loader’s maximum liability in respect of providing the Services under this Agreement in respect of any Claim or willful misconduct Loss shall not exceed $100,000 in respect of the indemnifying Party any one event or its employees, agents or contractors $250,000 in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsaggregate. 10.3 (e) To the extent not prohibited permitted by law the Loader excludes all conditions and warranties implied at law or tariff, Citizens will reimburse Carrier for damages by statute relating to premises or equipment the obligations of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agentsLoader under this Agreement. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided (f) The Loader’s liability under this Agreement if caused by the negligence any non-excludable implied condition or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment.warranty is limited to: 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other i) in the defense case of any suitservices, claim or demand by third persons against either or both of them arising out the lowest of the connection arrangements costs of supplying the services again and interchange having the services supplied again; and (ii) in the case of traffic includinggoods, without limitationthe lowest of the costs of replacing the goods, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel acquiring equivalent goods and slander actions based on having the content of communicationsgoods repaired. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party Client acknowledges that Credential Check is not an insurer and makes no warranty, express or otherwise, regarding the information products provided. Client understands that Credential Check obtains the information reported in its information products from various third party sources “AS IS”, and is therefore providing the information the Client “AS IS.” Credential Check makes no representation or warranty whatsoever, express or implied, including but not limited to, implied warranties of merchantability or fitness for particular purpose, or implied warranties arising from the course of dealing or a course of performance with respect to the accuracy, validity, or completeness of any information products and/or consumer reports, that the information products will meet Client’s and/or End User’s needs, or will be provided on an uninterrupted basis; Credential Check expressly disclaims any and all such representations and warranties. Credential Check shall defend, indemnify, reimburse, protect and hold harmless Client and each of this employees officers, shareholders, successors, assigns, agents, third-party contractors, licensees, and affiliates (collectively, the “Client Indemnified Parties”), from and against any and all claims, judgments, damages, losses, liabilities, suits, investigations, costs and expenses (inclusive of legal fees, and regardless of the outcome of any proceeding) that arise out of or are in any manner related to the intentionally improper or grossly negligent delivery of services performed by Credential Check in providing the Services or Products hereunder. Client shall defend, indemnify, reimburse, protect, and hold harmless, Credential Check and each of its employees, officers, shareholders, successors, assigns, agents, third-party contractors, licensees and affiliates (collectively, the “Credential Check Indemnified Parties”), from and against any and all claims, judgments, damages, losses, liabilities, suits, investigations, costs, and expenses (inclusive of legal fees, and regardless of the outcome of any proceeding) that arise out of or are in any manner related to Client’s improper or negligent use of the Services or Products provided by Credential Check, or any breach by Client of any of its representations or agreements in this Agreement or claims by third parties including the subject of the report. Client acknowledges that it is solely and independently responsible (legally, financially, and otherwise) for any use, decision, action, or omission to act that is based on, or in any way related to, the services or products provided by Credential Check. Under no circumstance shall Credential Check be liable for any act damages, losses, costs, or omission attorneys’ fees that collectively exceed the larger of the other Party in following: (1) the furnishing of amount at which the Client was invoiced within the year preceding the suit or (2) the policy limit for Credential Check’s applicable insurance coverage covering the claim. Client understands that Party’s service Credential Check will agree to its customers. 10.2 To the indemnify it to a greater extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused at an additional cost agreed to by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsparties. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for A. The Advisor hereby indemnifies and agrees to hold IBCE and its affiliates, and its and their successors and assigns, and its and their directors, officers and employees (“IB Indemnitees”) harmless against any act and all penalties, damages, costs, judgments, attorney's fees or omission of the any other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors expenses incurred in connection with any and all claims of any kind against IBCE by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to: (i) any breach by the performance Advisor of this Agreement or other agreements with IBCE and/or Participating Customer (including but not limited to the Advisory Agreement); or (ii) the Advisor's provision of investment advisory services (including specific conduct, advice, trades or recommendations of Advisor) to any Participating Customer or the Advisor's activities under this Agreement. B. If the Advisor signing this Agreement is a primary Advisor to a Participating Customer account and has appointed or contracted one or more sub-advisors to provide sub- advisory services for the account, the Advisor indemnifies and agrees to hold the IB Indemnitees harmless against any and all penalties, damages, costs, judgments, attorney's fees or any other expenses incurred in connection with any and all claims of any kind against IBCE by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to sub-advisor’s actions, conduct, advice, trades or recommendations in connection with any IBCE customer account for which Advisor has appointed or contracted sub- advisor. This indemnity provision is applicable regardless of whether or not Advisor exercised proper diligence and care in selecting and monitoring the activities of the sub-advisor. C. If within ten (10) business days after receiving written notice of any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, the Advisor shall fail to institute the defence of the IB Indemnitee in connection with such claim, demand, proceeding, suit or action, or if thereafter the Advisor shall fail diligently to prosecute such defence, the IB Indemnitee shall have the right, but not the obligation, to defend such action. The costs and expenses, including reasonable attorneys’ fees, associated with such a defence shall be borne by the Advisor. Neither the exercise of the right to participate in or assume the responsibility for any such defence nor the failure to exercise such rights shall limit, in any way, the IB Indemnitee’s rights to indemnification under this Agreement. The Advisor shall not settle any claim, demand, proceeding, suit or action against an IB Indemnitee without the prior written consent of the IB Indemnitee. In any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, whether the defence is instituted by the Advisor or by the IB Indemnitee, the IB Indemnitee shall have the right to select its preferred counsel, whose costs along with all other costs of defence shall be borne by the Advisor. X. Xxxxxx, misunderstandings or controversies between the Advisor (and/or any sub- advisors) and Participating Customers shall be the Advisor's (and/or any sub- advisors’) sole responsibility and liability. X. XXXX's liability in any action, proceeding or claim arising out of this Agreement or any breach thereof, and Advisor's remedy, shall be limited to any actually collected and properly owed Advisory Fees (except for damages arising out of intentional breach of contract, and for damages arising out of breach of contract that damages human life, physical integrity and health). IBCE shall not be liable under any circumstances for loss of profit or any direct, indirect, incidental, special, exemplary, punitive or consequential damages. F. The liability and indemnity provisions herein shall remain operative and in full force after termination of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party (a) The Customer will indemnify and keep the Loader indemnified against all costs, consequences and liability whatsoever associated with any Vessel Default. (b) The Loader will only be liable for failing to Load the Tonnage if such failure is: (i) as a result of a material breach of this Agreement by the Loader (or the Loader’s employees, representatives, agents or contractors); (ii) as a result of fraudulent or unexplained physical stock shortage; (iii) as a result of a quality defect caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default, or wilful misconduct. (c) It is agreed that the Loader will not be liable to Customer or any act third party or omission any person claiming through or on behalf of the other Party Customer, for any Claims or Loss, including but not limited to: (i) any special or unusual event or any natural process (as determined by the Loader acting reasonably) causing loss or damage to the Tonnage; (ii) any loss or damage arising out of or related to the incidence or effect or both of any delays in the furnishing loading or unloading of that Partytrains, trucks, containers or ships unless such delays are caused by the Loader (or the Loader’s service employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (iii) any loss or damage arising out of or related to its customers.comingling of different Grades of Grain unless such comingling is caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; 10.2 To (iv) the extent not prohibited natural deterioration of Grain; (v) in respect of any loss or damage arising out of or related to any quality or quantity deficiencies; (vi) any loss or damage arising out of or related to Grain passing or failing to pass inspection by law any surveyor, officer or tariff and except inspector; (vii) any loss or damage arising out of or related to toxic or other chemical residues, other contamination or genetic modification unless caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (viii) any indirect or Consequential Loss i suffered or incurred directly or indirectly by the Customer as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from a result of any loss or downgrade of or damage to Grain however caused (including without limitation any loss, cost, claim, injury damage or liability brought expense caused by a person not a Party the failure of the Loader to comply with any of its obligations under this Agreement which is proximately caused by or any negligent act or omission on the negligent acts or omissions or willful misconduct part of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensLoader, its employees or agentsAgents. 10.4 Carrier (ix) the Customer remains the owner of the Grain at all times until the Grain is sold or removed from the Port Terminal subject to applicable fees. (x) where contaminated Grain is received from or on behalf of the Customer from any site, and this Grain contaminates other stock at the Port Terminal, the Customer is deemed the owner of the contaminated Grain and is liable for all Loss incurred by the Loader (including from Claims by other Customers) caused by and all costs associated with the contaminated stock. (xi) notwithstanding any other provision in this Agreement, the Customer acknowledges and accepts that matters and events beyond Loader’s control may occur (including but not limited to Vessel Default, Grain quality issues, Vessel congestion, lack of performance and Port Block Outs or other service providers) which means Loader cannot guarantee all cargos can or will reimburse Citizens for damages be loaded as scheduled. Loader will try to facilities avoid any changes or delays where possible and load Vessels as scheduled and will keep the Customer informed. (d) In any event, the Loader’s maximum liability in respect of Citizens provided providing the Services under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction in respect of any facilities Claim or equipment provided to Carrier Loss shall not exceed $100,000 in respect of any one event or $250,000 in aggregate. (e) To the extent permitted by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against law the person causing such damage Loader excludes all conditions and Carrier will be subrogated to Citizens right to recover for the damages warranties implied at law or by statute relating to the extent obligations of such paymentthe Loader under this Agreement. 10.5 Each Party will reimburse the other Party for (f) The Loader’s liability under any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions non-excludable implied condition or warranty is limited to: (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other i) in the defense case of any suitservices, claim or demand by third persons against either or both of them arising out the lowest of the connection arrangements costs of supplying the services again and interchange having the services supplied again; and (ii) in the case of traffic includinggoods, without limitationthe lowest of the costs of replacing the goods, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel acquiring equivalent goods and slander actions based on having the content of communicationsgoods repaired. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the sole or comparative negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier Xxxxxxx in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party (a) CUSTOMER hereby releases INTRACOASTAL MARINE, LLC, its officers, directors, agents, employees, affiliated parent and subsidiary companies, and vessels (collectively, “Intracoastal Marine, LLC Indemnitees”) from any liability for, and CUSTOMER will be liable for any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreementdefend, each Party will indemnify, defend indemnify and hold Intracoastal Marine, LLC Indemnitees harmless the other Party from any lossand against all suits, costactions, claimclaims, liabilities and demands in personam or in rem, and all loss and expense, including reasonable attorney’s fees, based on bodily injury or liability brought death or property damage, whenever occurring, suffered or incurred by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or INTRACOASTAL MARINE, LLC, its affiliates, its personnel, and their officers and employees, agents arising from or contractors relating in connection with any way to the performance or services hereunder, regardless of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Partyhow bodily injury or death or property damage is caused, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting excluding claims arising from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensIntracoastal Marine, LLC Indemnitees. CUSTOMER agrees it has procured sufficient insurance coverage to protect itself from all such losses, and it will look solely to its own insurers for indemnity, coverage, or reimbursement. CUSTOMER further agrees to obtain a waiver of subrogation against Intracoastal Marine, LLC Indemnities in the eventof such loss or expense. In any event, should there be a failure or denial of insurance coverage, or a finding of gross negligence or wanton and willful conduct, or for any other reason, Intracoastal Marine, LLC Indemnitees shall have no liability to CUSTOMER, its agents, employees or agentsrepresentatives in an amount in excess of $250,000. 10.4 Carrier (b) INTRACOASTAL MARINE, LLC hereby releases CUSTOMER, its officers, directors, agents, employees, affiliated parent and subsidiary companies, and vessels (collectively, “Customer Indemnitees”) from any liability for, and INTRACOASTAL MARINE, LLC will reimburse Citizens for damages defend, indemnify and hold harmless Customer Indemnitees from and against all suits, actions, claims, liabilities and demands in personam or in rem, and all loss and expense, including reasonable attorney’s fees, based on bodily injury or death or property damage, whenever occurring, suffered or incurred by INTRACOASTAL MARINE, LLC its affiliates, its personnel, and their officers and employees, arising from or relating in any way to facilities the performance or services hereunder, regardless of Citizens provided under this Agreement if caused by how bodily injury or death or property damage is caused, excluding claims arising from the negligence or willful act misconduct of Carrier Customer Indemnitees. INTRACOASTAL MARINE, LLC agrees it has procured sufficient insurance coverage to protect itself from all such losses, and it will look solely to its own insurers for indemnity, coverage, or due reimbursement. INTRACOASTAL MARINE, LLC further agrees to malfunction obtain a waiver of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier subrogation against Customer Indemnities in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent event of such payment. 10.5 Each Party will reimburse the other Party loss or expense. In any event, should there be a failure or denial of insurance coverage a finding of gross negligence or wanton and willful conduct, or for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable other reason, Customer Indemnitees shall have no liability to the reimbursing Party’s actions (INTRACOASTAL MARINE, LLC, its agents, employees, or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other representatives in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the an amount in controversy is less than one hundred dollars (excess of $100.00)250,000.

Liability and Indemnity. 10.1 Neither Party 14.1 GCS will test and reference check Candidates and Personnel as far as it is practical to do so. While GCS will make every effort to maintain high standards of integrity and reliability among Personnel, GCS do not represent, warrant or guarantee that Candidates and Personnel will achieve a certain level of performance or outcome or solve a particular problem or attain a specific goal and will not be liable for any act claim, costs, error, loss, expense, suit, cause of action, damage or omission delay arising from: (a) any failure to provide Personnel for all or part of a request for Services; or (b) lack of skill, negligence, dishonesty or misconduct on the part of the Personnel. 14.2 For the avoidance of doubt, GCS will not be liable for loss, damage or injury caused by Personnel whilst under the supervision of the Hirer, being: (a) loss, damage or injury in a workplace which is unattended or has inadequate or inappropriate internal controls or safeguards; (b) loss occasioned by theft resulting from Personnel handling cash, negotiable instruments, valuables, merchandise or any other Party property of value; (c) loss occasioned by theft or fraud resulting from Personnel involvement in payroll activities; or (d) loss, damage or injury to property owned, operated or leased by the Hirer and property that is in the furnishing of that PartyHirer’s service to its customerscustody, care or control, including motor vehicles, trucks and their contents. 10.2 To 14.3 GCS acknowledges that the extent not prohibited Personnel, save for any permanently employed by law the Hirer or tariff the Hirer’s Trading Entities under clauses 3.9, 3.10 or 3.11, have no contractual relationship with the Hirer, the Hirer’s Trading Entities, or any Client, by virtue of these Terms and except as otherwise provided in the Agreement, each Party will indemnify, defend Conditions. 14.4 The Hirer indemnifies and holds harmless and continues to indemnify and hold harmless the other Party from GCS against any loss, cost, claim, injury cost (including legal costs on a full indemnity basis), liability, suit, cause of action, damage or liability brought by loss suffered or incurred as a person not result of: (a) a Party under this Agreement which is proximately caused breach of these Terms and Conditions by the negligent acts or omissions or willful misconduct Hirer including any termination of the indemnifying Party or its employeesemployment of Personnel while on assignment; and (b) a breach of occupational health and safety laws, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Partyincluding incidents involving contaminants, as determined by state law negligence standardspollutants and hazardous substances. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party 9.1 Except to the extent its own wilful or negligent acts or omissions cause loss or damage, CBD will not be liable responsible for and excludes all liability for loss or damage (including any indirect or consequential loss or damage) that the Client may suffer or incur by reason or in connection with the Client’s use of CBDiBusiness Banking Service whether or not it is attributable to CBD, its agents or employees including (without limitation): (i) any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the AgreementCBD, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees)employees in relation to CBDiBusiness Banking Service or the Client’s use of CBDiBusiness Banking Service; (ii) the inability on the Client’s part to access the CBDiBusiness Banking Service through a telecommunications network or where access to the CBDiBusiness Banking Service is overloaded, suspended, terminated or otherwise unavailable or unsatisfactory for whatever reason; (iii) where CBD acts on an Instruction purporting to be, but which is not in fact, from an Authorised User; (iv) if for any reason the CBDiBusiness Banking Service system fails, is unavailable or does not perform as expected or required; (v) any error contained in an Instruction or any delays in complying with an Instruction; and (vi) any other matter in respect of which liability is excluded under these terms and conditions. 9.2 The Client will indemnify CBD fully against any liability, loss or damage suffered or incurred by CBD howsoever arising and by whomsoever caused, whether arising directly or indirectly from the Client’s use and operation of CBDiBusiness Banking Service or the Client’s access to the CBDiBusiness Banking Service, except to the extent that such liability, loss or damage is due to the other Party’s comparative negligencewilful acts or negligence of CBD. 10.6 9.3 The Parties Client will cooperate indemnify and continue to hold indemnified CBD in full for any claims or demands made by any person against CBD in consequence of CBD having acted in accordance with each other in an Instruction. 9.4 The Client is liable for losses resulting from Unauthorised Transactions: (a) where CBD can prove on the defense balance of any suit, claim probability that the Client contributed to the losses through their fraud or demand by third persons against either or both of them arising out their contravention of the connection arrangements and interchange of traffic includingsecurity requirements in clause 6, without limitationthe Client is liable for the actual losses which occur before CBD is notified that the Token has been misused, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based lost or stolen; and (b) where CBD can prove on the content balance of communicationsprobability that the Client contributed to losses resulting from Unauthorised Transactions because the Client unreasonably delayed notifying CBD after becoming aware of the misuse, loss or theft of the Token, in which case the Client will then be liable for the actual losses that occurred between the time the Client became aware and when CBD was actually notified. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will 9.1 Pursuant to the provisions of Sec. 3.4, ownership of the Natural Gas is transferred from the Seller to Buyer after such Natural Gas passes through the “Delivery Point.” All risk of loss of any kind or nature whatsoever after the “Delivery Point” arising from the delivery, storage or usage of the Natural Gas shall be for the sole risk of the Buyer. Seller shall also not be liable to the Buyer, its customers or other third parties for the volume and quality of the gas.” 9.2 Except as expressly provided in this Agreement, the SELLER shall forego all claims against the BUYER and its Affiliated Companies and shall hold harmless and indemnify the BUYER and its Affiliated Companies against any and all liability in respect of any of the following insofar as caused by or arising in the course of performance or purported performance of this Agreement (whether or not involving the negligent act or omission of the BUYER and its Affiliated Companies, its directors or other Party in the furnishing of that Party’s service to its customers.officers, employees, agents, contractors, or sub-contractors) namely: 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from (a) any loss, cost, claimdeath, injury or liability brought illness of any officer, employee, agent, contractor or sub-contractor of the Seller; (b) any physical loss or damage to the Delivery Facilities (and any loss including consequential losses associated with or arising from such loss or damage); or (c) any death, injury or illness of any third party or damage to the property of any third party occurring on or as a result of an accident involving any of the Delivery Facilities, SELLER shall hold harmless and indemnify the BUYER and its Affiliated Companies from and against any and all costs, damages or expenses whatsoever incurred by a person not a Party under the BUYER and its Affiliated Companies in respect of any claims, demands, proceedings or causes of action arising from such death, injury, illness, loss or damage. 9.3 Except as expressly provided in this Agreement which is proximately the BUYER shall forego all claims against the SELLER and its Affiliated Companies for and shall hold harmless and indemnify the SELLER and its Affiliated Companies against any and all liability in respect of any of the following insofar as caused by or arising in the negligent acts course of performance or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the purported performance of this Agreement. Such indemnity only extends Agreement (whether or not involving the negligent act or omission of the Sellers, their directors or other officers, employees, agents, contractors or sub-contractors) namely: (a) any death, injury or illness of any officer, employee, agent, contractor, sub-contractor or customer of the Buyer; (b) any physical loss or damage to the comparative degree facilities of negligence attributable the BUYER or its customers (and any loss including consequential losses associated with or arising from such loss or damage); or (c) any death, injury or illness of any third party or damage to the indemnifying Party, property of any third party occurring on or as determined by state law negligence standards. 10.3 To a result of an accident involving any of the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of BUYER’s facilities, services products or arrangements by Citizens and/or services; BUYER shall hold harmless and indemnify the SELLER and its employees Affiliated Companies from and against any and all costs, damages, legal fees liabilities or agents on such premises if predominately caused expenses whatsoever incurred by the sole or comparative negligence or willful misconduct of Citizens, SELLER and its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction Affiliated Companies in respect of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement demands, proceedings or causes of copyright and/or unauthorized use of program materialaction arising from such death, libel and slander actions based on the content of communicationsinjury, illness, loss or damage. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens Frontier will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens Frontier and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensFrontier, its employees or agents. 10.4 Carrier will reimburse Citizens Frontier for damages to facilities of Citizens Frontier provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than CitizensFrontier. Citizens Frontier will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens Frontier right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 (a) To the fullest extent not prohibited permitted by law or tariff and except as otherwise provided in the Agreementlaw, each Party will indemnify, defend Tenant agrees to indemnify and hold Landlord harmless the other Party from against any lossand all liabilities, costlosses, claimcosts, injury forfeitures, or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts damages, and all out-of-pocket expenses, including reasonable legal fees and court costs (collectively, “Tenant Liabilities”), actually incurred, suffered, or omissions sustained by, or willful misconduct of the indemnifying Party or its employeessought to be imposed on, agents or contractors Landlord in connection with the performance Premises arising out of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of CitizensTenant or any person or entity under the control or direction of Tenant. The Tenant shall defend any lawsuits with regard to claims for such Tenant Liabilities, its employees and shall pay any judgments which result from the lawsuits, provided Landlord provides Tenant with adequate notice to enable Tenant to defend any lawsuits. “Lawsuits” include arbitration proceedings, administrative proceedings, and all other governmental or agentsquasi-governmental proceedings. The obligations of Tenant under this Section arising by reason of any such occurrence taking place during the Term shall survive any termination of this Lease. 10.4 Carrier will reimburse Citizens for damages (b) To the fullest extent permitted by law, Landlord agrees to facilities indemnify and hold Tenant harmless against any and all liabilities, losses, costs, forfeitures, or damages, and all out-of-pocket expenses, including reasonable legal fees and court costs (collectively, “Landlord Liabilities”), actually incurred, suffered, or sustained by, or sought to be imposed on, Tenant in connection with the Premises arising out of Citizens provided under this Agreement if caused by (i) the negligence or willful act misconduct of Carrier Landlord or due any person or entity under the control or direction of Landlord and (ii) the period prior to malfunction the commencement of the Term. Landlord shall defend any lawsuits with regard to claims for such Landlord Liabilities, and shall pay any judgments which result from the lawsuits, provided Tenant provides Landlord with adequate notice to enable Landlord to defend any lawsuits. The obligations of Landlord under this Section arising by reason of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against such occurrence taking place during the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent Term shall survive any termination of such paymentthis Lease. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 12.1 Neither Party Cedar nor any of its staff will be liable to the Client for any indirect, special, consequential or additional loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with an Assignment and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with: 12.1.1 failure of the Candidate to meet the requirements of the Client when providing the Services; 12.1.2 any act or omission of the other Party Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; 12.1.3 any loss, injury, damage, expense or delay incurred or caused by the Candidate; 12.1.4 any loss, injury, damage, expense, costs or delay suffered by any third party as a result of the Client’s breach of the Terms; Save that nothing in this clause 12 will be construed as purporting to exclude or restrict liability of Cedar to the Client for personal injury or death resulting from negligence (as defined in the furnishing of that Party’s service to its customers. 10.2 To the extent not Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law or tariff including any liability for fraud including fraudulent misrepresentation. 12.2 In consideration of Cedar entering into an contract with the Client into which these Terms are incorporated, the Client hereby undertakes to indemnify Cedar in respect of any and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from all liability for any loss, costinjury, claimdamage, injury expense or liability brought delay suffered or incurred by a person not a Party under this Agreement which is proximately caused by anyone arising directly or indirectly from or in any way connected with the negligent acts or and omissions or willful misconduct of the indemnifying Party Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or its employeesotherwise; save that this indemnity is given only in respect of any such loss, agents injury, damage, expense or contractors delay caused during or arising directly or indirectly out of or in connection any way connected with an Assignment. 12.3 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of Cedar set out herein are reasonable, and will either accept the risk or insure against accordingly. The Client will ensure the provision of adequate and suitable policies of Employers Liability Insurance, Public and Products Liability Insurance and Professional Indemnity Insurance, to cover the performance and liabilities of this Agreement. Such indemnity only extends Cedar under the Terms. 12.4 The Client shall indemnify Cedar for any losses, costs and expenses arising from the failure of the Client to adhere to IR35, including, but not limited to the comparative degree failure to provide an accurate status determination, or failure to provide an updated status determination in the event of negligence attributable a change of circumstances relating to the indemnifying Party, as determined by state law negligence standardsAssignment. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party 32.1.1 The DEVELOPER will indemnify, defend defend, save and hold harmless the other Party SH&DB and its officers, servants, agents, Government Instrumentalities and Government owned and/or controlled entities/enterprises, (the “SH&DB Indemnified Persons”) against any and all suits, proceedings, actions, demands and claims from third parties for any loss, costdamage, claimcost and expense of whatever kind and nature, injury or liability brought whether arising out of any breach by a person not a Party the DEVELOPER of any of its obligations under this Agreement which is proximately caused or any related agreement or on account of any defect or deficiency in the provision of services by the negligent acts DEVELOPER to any User or omissions or willful misconduct from any negligence of the indemnifying Party DEVELOPER under contract or its employees, agents tort or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees)ground whatsoever, except to the extent that any such loss is suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the other Party’s comparative negligencepart of SH&DB Indemnified Persons. 10.6 32.1.2 The Parties SH&DB will cooperate with each other in indemnify, defend, save and hold harmless the defense DEVELOPER against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of any suit, claim or demand by third persons against either or both of them whatever kind and nature arising out of (i) defect in title and/or the connection arrangements rights of the SH&DB in the land comprised in the Site, and/or (ii) breach by the SH&DB of any of its obligations under this Agreement or any related agreement, which materially and interchange adversely affect the performance by the DEVELOPER of traffic includingits obligations under this Agreement, without limitationsave and except that where any such claim, Workers Compensation claimssuit, actions for infringement proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of copyright any of its obligations under any provision of this Agreement or any related agreement and/or unauthorized use breach of program material, libel and slander actions based its statutory duty on the content part of communicationsthe DEVELOPER, its subsidiaries, affiliates, sub-contractors, servants or agents, the same shall be the liability of the DEVELOPER. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will be liable for A. Tenant agrees to indemnify and save Landlord harmless from all claims (including costs and expenses of defending against such claims) arising or alleged to arise from any act or omission of Tenant or Tenant's agents, employees, invitees or contractors, or arising from any injury to any person or damage to the property of any person occurring during the Term of this Lease in or about the Leased Premises. Tenant agrees to use and occupy the Leased Premises and other Party facilities of the Building at Tenant's own risk and hereby releases Landlord, Landlord's agents or employees, from all claims for any damage or injury to the full extent permitted by law, regardless of cause or origin, including negligence of Landlord, its agents, officers, or employees, but not including Landlord's gross negligence or wilfull misconduct. B. Tenant waives any and all rights of recovery, claim, action, or cause of action, against Landlord, its agents, officers, or employees, for any loss or damage that may occur to the Leased Premises, or any improvements thereto, or the Project, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause which could be insured against under the terms of standard fire and extended coverage insurance policies, regardless of cause or origin, including negligence of Landlord, its agents, officers, or employees, but not including Landlord's gross negligence or wilful misconduct, and Tenant covenants that no insurer shall hold any right of subrogation against Landlord and all such insurance policies shall be amended or endorsed to reflect such waiver of subrogation. C. Tenant, to the extent permitted by law, waives all claims Tenant may have against Landlord, and against Landlord's agents and employees for injury to person or damage to or loss of property sustained by Tenant or by any occupant of the Leased Premises, or by any other person, resulting from any part of the Building or any equipment or appurtenances becoming out of repair, or resulting from any accident in or about the Building or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Building or of any other person, regardless of cause or origin, including negligence of Landlord, its agents, officers, or employees, unless such damage is a result of the gross negligence or wilful misconduct of Landlord, or Landlord's agents or employees. If any damage results from any act or neglect of Tenant and (except in the furnishing case where Landlord determines the repair of such damage to be an emergency, in which case Landlord may repair immediately) Tenant fails to repair such damage within ten (10) days following such damage, then Landlord may, at Landlord's option, repair such damage, and Tenant shall thereupon pay to Landlord the total cost of such repair. All personal property belonging to Tenant or any occupant of the Leased Premises that Party’s service is in or on any part of the Building shall be there at the risk of Tenant or of such other person only, and Landlord, Landlord's agents and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof, regardless of cause or origin, including negligence of Landlord, its agents, officers, or employees, but not including Landlord's gross negligence or wilful misconduct, unless such damage, theft or misappropriation is a result of the gross negligence of Landlord or Landlord's agents or employees. Tenant agrees to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend indemnify and hold Landlord harmless the other Party from and against any and all loss, cost, claimclaim and liability (including reasonable attorneys' fees) for injuries to all persons and for damage to or loss of property occurring in or about the Building, injury due to any act or liability brought by a person not a Party negligence or default under this Agreement which is proximately caused Lease by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employeesTenant, Tenant's contractors, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsemployees. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).

Liability and Indemnity. 10.1 Neither Party will 13.1 ABHI does not make any warranty as to the exhibition in general and in particular in relation to: (i) the presence of absence of location of any other sponsor/exhibitor or potential sponsor/exhibitor: or (ii) the benefit of outcome (commercial or otherwise) that the exhibitor may achieve as a result of attending or sponsoring the exhibition. Except as set out in these conditions to the fullest extent permitted by law. ABHI excludes all condition terms representations or warranties relating to the exhibition and package where imposed by statuette or by the cooperation of law or otherwise that are not expressly stated herein. 13.2 ABHI shall not be liable to the Exhibitor for any loss or damage suffered or incurred by the Exhibitor in connection with the provision of (or failure wholly or partly of) any services or goods provide by third parties in connection with the Exhibition or the package including without limitation in relation to the provision of utilities freight shipment the transport and delivery of sponsorship and or exhibition material to the venue work undertaken by third party contractors (whether or not ABHI sub-contractors) and services provided by the Venue owners. The Exhibitor acknowledges that services provided by ABHI official or recommended contractors to the Exhibitor are the subject of a separate agreement between the Exhibitor and the contractor. Although ABHI shall use reasonable care in selecting official or recommended contractors, ABHI shall not be liable for any loss or damage suffered or incurred by the Exhibitor in connection with the provision of services to the Exhibitor by such contractors. 13.3 Subject to the provisions of condition 14.6 (i), ABHI shall not be liable for any actual or alleged indirect loss or consequential loss howsoever arising suffered by the Exhibitor including but not limited to loss of profits, anticipated profits, savings ,loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any other type of economic loss; (ii) ABHI shall have no responsibility or liability for any loss (or theft) of or damage to the person, property and effects of the Exhibitor or its employees or representatives, and (iii) ABHI’s maximum aggregate liability to the Exhibitor under the Agreement or otherwise in connection with the Exhibition and/or the Package shall be limited to the total amount of the Fees. 13.4 The Exhibitor shall indemnify ABHI and keep ABHI fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any act or omission of the other Party in the furnishing of that Party’s service to its customers. 10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the AgreementExhibitor, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents agents, sub-contractors or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standardsinvitees. 10.3 To the extent not prohibited by law or tariff13.5 The Exhibitor shall indemnify ABHI and keep ABHI fully and effectively indemnified against all losses, Citizens will reimburse Carrier for claims, damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such payment. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions expenses (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claimsreasonable legal fees) incurred by ABHI as a result of a third party claim that either: (i) the display of any products, actions for documents or other materials exhibited by the Exhibitor at the Exhibition; or (ii) ABHI’s receipt or use of the Materials (as defined in Condition 6.1) constitutes an infringement of copyright and/or unauthorized use the Intellectual Property Rights of program material, libel and slander actions based on the content of communicationsany third party. 10.7 Neither Party will 13.6 Nothing in these Conditions shall exclude or limit liability which cannot be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00)excluded by law.

Liability and Indemnity. 10.1 Neither Party will 7.1 The Company shall not be liable for any loss or damage whatsoever to exhibits, displays or goods arising as a result of loss, damage, theft, fire, water, storms, strikes, riots, civil commotion or any other cause whatsoever or whether occasioned by direct interference, negligent act or omission and the Exhibitor agrees to indemnify the Company in respect of any claims being made against the Company in respect of such loss or damage. 7.2 The Company shall not be responsible for any damages claimed by any person or persons who may be injured whilst in any space or area of the other Party Exhibition allotted or under the control of the Exhibitor or as a result of any omission or act of neglect or default of the Exhibitor. The Exhibitor agrees to indemnify the Company in the furnishing event of that Party’s service any action, claim suit or demand made against the Company such indemnity to its customersinclude all costs incurred by the Company in defending such action, claim suit or demand, taking advice in relation thereto and being represented at any proceedings arising out of any accident including any inquiry or inquest. 10.2 To 7.3 The Company shall not be liable to the extent Exhibitor for any losses, damages or expenses arising out of total or partial failure of the supply of services referred too herein caused by strike, riots, civil commotion, lock out, accident, force majeure, blackouts or any other cause beyond the control of the Company. In the event of a total or partial failure of any services as a result of any of the abovementioned causes the Exhibitor shall not prohibited be entitled to a refund of any monies paid by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from it nor shall it be relieved of any loss, cost, claim, injury or liability brought by a person not a Party obligation to pay any amount due under this Agreement which is proximately caused not shall the Company be liable in any way for any expenditure or liability or losses including consequential loss incurred or sustained by the negligent acts or omissions or willful misconduct Exhibitor. 7.4 If the holding of the indemnifying Party Exhibition is prevented or its employees, agents or contractors abandoned because of any of the occurrences referred to in connection with Clause 7.3 the performance Exhibitor shall not be entitled to refund of this Agreement. Such indemnity only extends any monies paid by it nor shall it be relieved of the obligation to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided pay any amount due under this Agreement if caused nor shall the Company be liable in any way for any expenditure or liability or loss including consequential loss incurred or sustained by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citizens right to recover for the damages to the extent of such paymentExhibitor. 10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party’s comparative negligence. 10.6 The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. 10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100.00).