Woodland School. Woodland School shall indemnify and hold HR Charter Consulting, LLC, including its officers, directors and agents harmless from any and all claims, including employment related claims by Woodland School employees or applicants for employment as a Woodland School employee, administrative determinations, judgments, damages, reimbursements, back pay, penalties, fines, costs or loss, demands, suits, including reasonable attorney's fees or other forms of liability that may arise out of, or by reason of, any noncompliance with any agreements, covenants, warranties, or undertakings of Woodland School contained in or made pursuant to this Agreement and any misrepresentation or breach of representations and warranties of Woodland School contained in or made pursuant to this Agreement or for wrongful or negligent acts. This indemnification shall include any failure on the part of Woodland School for violations of federal, state and local laws and regulations. Woodland School shall not indemnify HR Charter Consulting, LLC for acts or omissions of an unlicensed individual that may occur when that individual is not under the supervision of Woodland School. The indemnification requirements of this paragraph may be met by the purchase of insurance in a form and amounts acceptable to HR Charter Consulting, LLC and shall be not less than S1,000,000 per occurrence.
