Common use of No Responsibility to Third Parties Clause in Contracts

No Responsibility to Third Parties. Unless specifically otherwise agreed with Client in writing, EY’s responsibility for performance of the Services is to Client and Client alone. Should any Deliverable be disclosed, or otherwise made available, by or through Client (or at Client’s request) to a third party (including but not limited to permitted disclosures to third parties under Section 12 of this Agreement), Client agrees to indemnify EY, as well as the other EY Firms and the EY Persons, against all claims by third parties, and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of such disclosure. To the fullest extent permitted by applicable law and professional regulations, EY shall indemnify, hold harmless, and defend Client and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, the "Client Indemnified Parties") against all claims by third parties and resulting liabilities, losses, damages, costs and expenses (including reasonable legal costs) arising out of (a) any bodily injury to or death of, or any physical damage to tangible property of, any Client Indemnified Parties to the extent that such injury or damage results from the negligent or intentionally wrongful act or omission of EY in connection with the Services, or (b) the infringement by any Deliverable upon any copyright, trademark, trade secret or U.S. patent of a third party, provided that EY shall have no indemnification obligation under clause (b) of this paragraph to the extent that the infringement arises out of or results from Client Information, use of Deliverables other than as contemplated in this Agreement and the applicable Contract, any modification to the Deliverables by anyone other than EY, or EY's compliance with Client’s designs, specifications, requests or instructions in the creation of the Deliverables. EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391

No Responsibility to Third Parties. Unless specifically otherwise agreed with Client in writing, EY’s responsibility for performance of the Services is to Client and Client alone. Should any Deliverable be disclosed, or otherwise made available, by or through Client (or at Client’s request) to a third party (including but not limited to permitted disclosures to third parties under Section 12 of this Agreement), Client agrees to indemnify EY, as well as the other EY Firms and the EY Persons, against all claims by third parties, and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of such disclosure. To the fullest extent permitted by applicable law and professional regulations, EY shall indemnify, hold harmless, and defend Client and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, the "Client Indemnified Parties") against all claims by third parties and resulting liabilities, losses, damages, costs and expenses (including reasonable legal costs) arising out of (a) any bodily injury to or death of, or any physical damage to tangible property of, any Client Indemnified Parties to the extent that such injury or damage results from the negligent or intentionally wrongful act or omission of EY in connection with the Services, or (b) the infringement by any Deliverable upon any copyright, trademark, trade secret or U.S. patent of a third party, provided that EY shall have no indemnification obligation under clause (b) of this paragraph to the extent that the infringement arises out of or results from Client Information, use of Deliverables other than as contemplated in this Agreement and the applicable Contract, any modification to the Deliverables by anyone other than EY, or EY's compliance with Client’s designs, specifications, requests or instructions in the creation of the Deliverables. EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391703391 Page 4 of 15 Confidential