Common use of Remedies and Indemnification Clause in Contracts

Remedies and Indemnification. In the event of a material error by Core Lab in the performance of the Services which renders the Results invalid, Institution's sole obligation to Customer shall be for Core Lab, at Customer’s option and subject to availability of Test Materials, to either (a) repeat the Study at Institution's own cost, or (b) refund to Customer the contract price paid. IN NO EVENT WILL EITHER PARTY BE ENTITLED TO, NOR SHALL EITHER PARTY BE RESPONSIBLE FOR, ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGE ARISING IN CONNECTION WITH INSTITUTION’S DEFAULT OR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. Subject to the limits or prohibitions of, and without waiving any immunities provided under applicable law, Customer shall indemnify, defend, and hold Institution and its respective trustees, officers, employees, agents, representatives, and their successors and assigns (“Indemnitees”) harmless from any and all liability, claims, damages, or loss (including reasonable attorneys fees) resulting from judgments or claims against them arising out of the activities to be carried out pursuant to this Agreement including but not limited to (i) any claim of infringement against Institution as a result of its use of the Test Materials pursuant to this Agreement, or (ii) the inherent instability or the undisclosed hazardous nature of the Test Materials, or (iii) acts or omissions of Customer, or its directors, officers, agents, representatives, or employees related to the activities to be performed pursuant to this Agreement, except to the extent that any such liability, claim, damages, or loss arises out of the negligence or willful misconduct by Core Lab, Institution, its agents or employees. This Article 8 shall survive termination of the Agreement.

Remedies and Indemnification. In the event of a material error any breach of this Agreement by Core Lab either Party, the Parties shall be entitled to all remedies provided at law or in equity. Certain rights set forth in this Agreement cannot be reasonably or adequately compensated by damages in an action at law, and Executive agrees that in such event, Company shall be entitled to injunctive and other equitable relief in the performance event of, or to prevent, a breach of any provision of this Agreement by Executive (including any and all remedies in the Section entitled “Specific Performance”). Consultant further agrees that in the event Consultant breaches any of the Services which renders restrictive covenants herein including the Results invalidESA Restrictive Covenants, Institution's sole obligation to Customer Consultant shall forfeit, be responsible for the equivalent value of the Continued Equity, or the Continued Equity shall be for Core Lab, at Customer’s option and subject to availability of Test Materialsclawback, in addition to either (a) repeat any other remedies the Study Company may pursue under this Agreement. Company shall have the right to determine what remedy or remedies to pursue hereunder at Institution's own costits sole discretion. Additionally, or (b) refund to Customer the contract price paid. IN NO EVENT WILL EITHER PARTY BE ENTITLED TOExecutive shall defend, NOR SHALL EITHER PARTY BE RESPONSIBLE FOR, ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGE ARISING IN CONNECTION WITH INSTITUTION’S DEFAULT OR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. Subject to the limits or prohibitions of, and without waiving any immunities provided under applicable law, Customer shall indemnify, defendprotect, and hold Institution and harmless Company (including its respective trusteesagents, members, employees, managers, officers, employeesor assigns) from and against all claims, agentsdemands, representatives, and their successors and assigns (“Indemnitees”) harmless from any and all liability, claimsliabilities, damages, or loss losses and out-of-pocket expenses (including reasonable attorneys attorneys’ fees) resulting from judgments or claims against them arising out of the activities to be carried out pursuant to this Agreement including but not limited to (i) any claim of infringement against Institution ), orders, awards, caused by, as a result of its use or arising out of (i) Executive’s failure to perform any of the Test Materials pursuant to agreements, duties, or obligations of Executive contained in this Agreement, Agreement or (ii) the inherent instability a breach of any agreement, covenant, representation, or the undisclosed hazardous nature warranty made by Executive in this Agreement. In addition to Company’s right to indemnification hereunder, Company shall also be entitled to a return of all but $50,000.00 of the Test MaterialsCompensation paid to Executive as part of this Agreement as partial damages for any violation of Section 22 entitled the “Executive Covenant Not to Sue”, in addition to any other damages resulting therefrom and the specific performance available hereunder, provided to the extent Executive may have an unwaivable or non-releasable right to file or participate in a claim or charge of any kind in connection with Executive’s relationship with Company against any of the parties released hereunder, this Agreement shall not be intended to waive such a right. If Executive or anyone acting on Executive’s behalf initiates or prosecutes any administrative, judicial, or (iii) acts other action arising out of or omissions of Customerin any way related to any claims, demands, damages, charges, or its directors, officers, agents, representatives, or employees related to the activities to be performed pursuant to causes of action released in this Agreement, Executive shall reimburse Company for the full amount of the Compensation and Continued Equity vesting except to the extent that for $50,000.00, and shall be liable for payment of all other costs and expenses, including reasonable attorneys’ fees, incurred by Company as a result of any such liability, claim, damages, action or loss arises out of the negligence or willful misconduct by Core Lab, Institution, its agents or employees. This Article 8 shall survive termination of the Agreementbreach.