Common use of Standard of Care; Exculpation; Indemnification Clause in Contracts

Standard of Care; Exculpation; Indemnification. (a) PINE shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by PINE in writing. PINE shall use its best judgment and efforts in rendering the Services contemplated by this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, PINE shall not be liable to the Client or any of its Stakeholders (as defined below) for any action or inaction of PINE relating to any event whatsoever in the absence of fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct, or breach of this Agreement by any of the PINE Parties. Further, PINE shall not liable to Client or any of the its Stakeholders for any action taken or failure to act in good faith reliance upon: (i) the advice and opinion of Client’s legal or tax counsel; (ii) any inaccurate, misleading, or incomplete information it receives from Client or Client’s authorized agents; and (iii) any certified copy of any resolution of evidencing the corporate action of Client and its affiliates. For purposes of this Agreement, “Stakeholder” means the Client’s affiliates, and each of their respective officers, directors, trustees, shareholders, investors, beneficiaries, employees, agents, and representatives. “Recklessness” means that the Party actually knew its actions would likely result in substantial harm to the other Party; “Gross Negligence” means an act or failure to act which materially deviates from a reasonable course of conduct and which evinces a serious or substantial disregard of, or indifference to, the harmful consequences thereof; and “Willful Misconduct” means a wrongful, intentional act or failure to act with intentional disregard of the harm that could result thereof.