Common use of Liability; Indemnification; Dispute Resolution Clause in Contracts

Liability; Indemnification; Dispute Resolution. (a) In no event shall either NDC or Global Payments have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, Global Payments shall indemnify, defend and hold harmless NDC and its affiliates and their respective directors, officers, employees and agents (the "NDC Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the NDC Indemnitees arising from, related to or associated with (i) NDC's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the NDC Indemnitees and (ii) the gross negligence or willful misconduct of Global Payments in furnishing or failing to furnish the services to be provided by Global Payments in this Agreement, provided however, in no event shall Global Payments be ---------------- obligated to indemnify the NDC Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of Global Payments' gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Global Payments that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, NDC shall indemnify, defend and hold harmless Global Payments and its affiliates and their respective directors, officers, employees and agents (the "Global Payments Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Global Payments Indemnitees arising from, related to or associated with (i) Global Payments' furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Global Payments Indemnitees, and (ii) the gross negligence or willful misconduct of NDC in furnishing or failing to furnish the services to be provided by NDC to Global Payments in this Agreement, provided -------- however, in no event shall NDC be obligated to indemnify the Global Payments ------- Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of NDC's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by NDC that gave rise to such Indemnifiable Loss occurs. (e) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.02 of the Distribution Agreement.

Liability; Indemnification; Dispute Resolution. (a) In no event shall either NDC Equifax or Global Payments ChoicePoint have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, Global Payments ChoicePoint shall indemnify, defend and hold harmless NDC Equifax and its affiliates and their respective directors, officers, employees and agents (the "NDC Equifax Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the NDC Equifax Indemnitees arising from, related to or associated with (i) NDCEquifax's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the NDC Equifax Indemnitees and (ii) the gross negligence or willful misconduct of Global Payments ChoicePoint in furnishing or failing to furnish the services to be provided by Global Payments ChoicePoint in this Agreement, provided however, in no event shall Global Payments ChoicePoint be ---------------- obligated to indemnify the NDC Equifax Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of Global Payments' gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Global Payments that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, NDC shall indemnify, defend and hold harmless Global Payments and its affiliates and their respective directors, officers, employees and agents (the "Global Payments Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Global Payments Indemnitees arising from, related to or associated with (i) Global Payments' furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Global Payments Indemnitees, and (ii) the gross negligence or willful misconduct of NDC in furnishing or failing to furnish the services to be provided by NDC to Global Payments in this Agreement, provided -------- however, in no event shall NDC be obligated to indemnify the Global Payments ------- Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of NDCChoicePoint's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by NDC ChoicePoint that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, Equifax shall indemnify, defend and hold harmless ChoicePoint and its affiliates and their respective directors, officers, employees and agents (the "ChoicePoint Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the ChoicePoint Indemnitees arising from, related to or associated with (i) ChoicePoint's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the ChoicePoint Indemnitees, and (ii) the gross negligence or willful misconduct of Equifax in furnishing or failing to furnish the services to be provided by Equifax to ChoicePoint in this Agreement, provided however, in no event shall Equifax be obligated to indemnify the ChoicePoint Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of Equifax's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Equifax that gave rise to such Indemnifiable Loss occurs. (e) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.02 15.10 of the Distribution Agreement.

Liability; Indemnification; Dispute Resolution. (a) In no event shall either NDC DVD or Global Payments Gaming & Entertainment have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, Global Payments Gaming & Entertainment shall indemnify, defend and hold harmless NDC DVD and its affiliates and their respective directors, officers, employees and agents (the "NDC DVD Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the NDC DVD Indemnitees arising from, related to or associated with (i) NDCDVD's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the NDC DVD Indemnitees and (ii) the gross negligence or willful misconduct of Global Payments Gaming & Entertainment in furnishing or failing to furnish the services to be provided by Global Payments Gaming & Entertainment in this Agreement, provided however, in no event shall Global Payments Gaming & Entertainment be ---------------- obligated to indemnify the NDC DVD Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of Global Payments' gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Global Payments that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, NDC shall indemnify, defend and hold harmless Global Payments and its affiliates and their respective directors, officers, employees and agents (the "Global Payments Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Global Payments Indemnitees arising from, related to or associated with (i) Global Payments' furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Global Payments Indemnitees, and (ii) the gross negligence or willful misconduct of NDC in furnishing or failing to furnish the services to be provided by NDC to Global Payments in this Agreement, provided -------- however, in no event shall NDC be obligated to indemnify the Global Payments ------- Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of NDCGaming & Entertainment's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by NDC Gaming & Entertainment that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, DVD shall indemnify, defend and hold harmless Gaming & Entertainment and its affiliates and their respective directors, officers, employees and agents (the "Gaming & Entertainment Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Gaming & Entertainment Indemnitees arising from, related to or associated with (i) Gaming & Entertainment's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Gaming & Entertainment Indemnitees, and (ii) the gross negligence or willful misconduct of DVD in furnishing or failing to furnish the services to be provided by DVD to Gaming & Entertainment in this Agreement, provided however, in no event shall DVD be obligated to indemnify the Gaming & Entertainment Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of DVD's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by DVD that gave rise to such Indemnifiable Loss occurs. (e) To the extent any advisory services provided by one party to the other shall be deemed to constitute legal advice, the parties may enter into a separate agreement to preserve attorney-client privilege, waive conflicts and limit the liability of the party providing such services. (f) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.02 13.10 (Disputes) of the Distribution Agreement.

Liability; Indemnification; Dispute Resolution. (a) In no event shall either NDC RPC or Global Payments Marine have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, Global Payments Marine shall indemnify, defend and hold harmless NDC RPC and its affiliates and their respective directors, officers, employees and agents (the "NDC RPC Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the NDC RPC Indemnitees arising from, related to or associated with (i) NDCRPC's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the NDC RPC Indemnitees and (ii) the gross negligence or willful misconduct of Global Payments Marine in furnishing or failing to furnish the services to be provided by Global Payments Marine in this Agreement, provided however, in no event shall Global Payments Marine be ---------------- obligated to indemnify the NDC RPC Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of Global Payments' gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Global Payments that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, NDC shall indemnify, defend and hold harmless Global Payments and its affiliates and their respective directors, officers, employees and agents (the "Global Payments Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Global Payments Indemnitees arising from, related to or associated with (i) Global Payments' furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Global Payments Indemnitees, and (ii) the gross negligence or willful misconduct of NDC in furnishing or failing to furnish the services to be provided by NDC to Global Payments in this Agreement, provided -------- however, in no event shall NDC be obligated to indemnify the Global Payments ------- Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of NDCMarine's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by NDC Marine that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, RPC shall indemnify, defend and hold harmless Marine and its affiliates and their respective directors, officers, employees and agents (the "Marine Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Marine Indemnitees arising from, related to or associated with (i) Marine's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Marine Indemnitees, and (ii) the gross negligence or willful misconduct of RPC in furnishing or failing to furnish the services to be provided by RPC to Marine in this Agreement, provided however, in no event shall RPC be obligated to indemnify the Marine Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of RPC's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by RPC that gave rise to such Indemnifiable Loss occurs. (e) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.02 12.10 (Disputes) of the Distribution Agreement.

Liability; Indemnification; Dispute Resolution. (a) In no event shall either NDC Equifax or Global Payments PSI have any liability, whether based on contract, tort (including, without limitation, negligencenegligence or strict liability), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a8(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, Global Payments PSI shall indemnify, defend and hold harmless NDC Equifax and its affiliates and their respective directors, officers, employees and agents (the "NDC Equifax Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the NDC Equifax Indemnitees arising from, related to or associated with (i) NDCEquifax's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the NDC Equifax Indemnitees and (ii) the gross negligence or willful misconduct of Global Payments PSI in furnishing or failing to furnish the services to be provided by Global Payments PSI in this Agreement, provided however, in no event shall Global Payments be ---------------- obligated to indemnify the NDC Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of Global Payments' gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Global Payments that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, NDC Equifax shall indemnify, defend and hold harmless Global Payments PSI and its affiliates and their respective directors, officers, employees and agents (the "Global Payments PSI Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Global Payments PSI Indemnitees arising from, related to or associated with (i) Global Payments' PSI's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Global Payments PSI Indemnitees, and (ii) the gross negligence or willful misconduct of NDC Equifax in furnishing or failing to furnish the services to be provided by NDC Equifax to Global Payments PSI in this Agreement, provided -------- however, in no event shall NDC be obligated to indemnify the Global Payments ------- Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of NDC's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by NDC that gave rise to such Indemnifiable Loss occurs. (e) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.02 15.10 of the Distribution Agreement; provided, however, that if all of the providers and recipients of services under a particular Exhibit are residents of the same country (other than the United States), the following terms will apply in place of those described in Sections 15.10(c) and 15.10(d) of the Distribution Agreement, with respect to disputes arising under such Exhibit only: (i) the third arbitrator as described in Section 15.10(c) of the Distribution Agreement shall be a lawyer licensed to practice in such country and (ii) all questions of law shall be governed by the laws of such country.