Common use of Indemnification and Liability Clause in Contracts

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT A. The CITY shall protect, defendsave harmless, indemnify, save and hold defend, at its own expense, the COUNTY, the Board of County Commissionersits elected and appointed officials, its officers, employees and agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, claim for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor damages of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages nature whatsoever, arising out of personal injury or property the CITY's performance of this AGREEMENT, including claims from third parties caused solely by the negligenceCITY’s employees or third parties, omission(s) except for those damages solely caused by the negligence or willful misconduct of the COUNTY, its elected and appointed officials, commissionersofficers, employees or agents. B. The COUNTY shall protect, subject to save harmless, indemnify, and defend, at its own expense the limitations as set CITY, its elected and appointed officials, officers, employees and agents from any loss or claim for damages of any nature whatsoever, arising out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear 's performance of this AGREEMENT, including claims by the COUNTY's employees or third parties, except for those damages solely caused by the negligence or willful misconduct of the CITY, its elected and defend appointed officials, officers, employees or agents. C. In the event of liability for damages of any such action, on behalf nature whatsoever arising out of the performance of this AGREEMENT by the CITY and the COUNTY, at including claims by the expense CITY’s or the COUNTY’s own officers, officials, employees, agents, volunteers, or third parties, caused by or resulting from the concurrent negligence of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses COUNTY and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any CITY, their officers, officials, employees and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibilityvolunteers, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement each party’s liability hereunder shall only be to the extent set forth in Section 768.28,of that party’s negligence. D. No liability shall be attached to the CITY or the COUNTY by reason of entering into this AGREEMENT except as expressly provided herein. The CITY shall hold the COUNTY harmless and defend at its expense any legal challenges to the CITY’s requested mitigation and/or any failure by the CITY to comply with RCW 82.02.020 or RCW 82.02.070.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT 10.1 Auxilium and Oscient shall protect, defend, each indemnify, save defend and hold harmless the COUNTY, the Board of County Commissioners, other Party and its agents, officials, and employees harmless agents from and against any and all judgments, claims, demandslosses, fines, loss or destruction of propertydamages, liabilities, damagescosts and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to any breach by such Party of any of the warranties, for claims based on representations, covenants or obligations of such Party as set forth in this Agreement. 10.2 Auxilium shall indemnify, defend and hold harmless Oscient from any Losses arising out of or relating to the negligence(i) manufacture or sale of the Product, misconductincluding any defect in identity, purity or quality of Product manufactured, produced, marketed, distributed, sold, processed or supplied by Auxilium, (ii) negligent or willful acts of Auxilium, or omissions (iii) the breach by Auxilium of any provision of this Agreement. This agreement by Auxilium to indemnify, defend and hold harmless Oscient shall not apply to the extent that any such Losses arise out of Oscient’s negligent or willful act which causes Product to be adulterated or misbranded within the meaning of the SUBRECIPIENT resulting FD&C Act. 10.3 Oscient shall indemnify, defend and hold harmless Auxilium from all Losses arising out of or relating to (i) negligent or willful acts of Oscient, including without limitation, Losses due to Third Party use of Product recommendations or claims made by Oscient on behalf of Auxilium and not specifically authorized in writing by Auxilium or contained in the SUBRECIPIENT’S work as further described in this Agreement and its attachmentsPromotion Materials or approved Product labeling, which may arise in favor or (ii) the breach by Oscient of any person provision of this Agreement, except in each case to the extent that any such Losses arise out of Auxilium’s negligence or persons resulting from the SUBRECIPIENT’S performance or nonperformance willful breach of its obligations in performing its duties under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, Agreement. 10.4 The indemnifying Party’s obligations hereunder shall be subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney indemnified Party (i) providing prompt notice of the COUNTY’S own selection to appear and defend any such action, on behalf existence of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that claim for which it is responsible for seeking to be indemnified; provided, however, that except as otherwise explicitly provided in this Agreement, any and all claims arising from failure to provide such prompt notice shall not relieve the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals indemnifying Party’s obligations with or employs to carry out the terms of this Agreement respect thereto except to the extent set forth prejudiced thereby, (ii) giving the indemnifying Party the ability, at its option, to control the defense of any such claim, and (iii) providing reasonable cooperation in Section 768.28,the defense thereof.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT (a) The Consultant shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County CommissionersAuthority, its agentsofficers, officials, and employees employees, harmless from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent arising out of or resulting from the gross negligence or willful misconduct of the Consultant in the performance of its obligations under this Agreement (as determined by a final, non-appealable judgment by a court of competent jurisdiction) (“Claims”). Consultant, its subsidiaries and subcontractors, and their respective personnel shall not be liable to the Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the Authority to Consultant pursuant to this engagement, except to the extent resulting from the bad faith or intentional misconduct of the Consultant or its subcontractors. In no event shall the Consultant, its subsidiaries or subcontractors, or their respective personnel be liable to the Authority for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. The foregoing limitation of liability and disclaimer shall not apply to Claims for which a party is obligated to indemnify under this Agreement. (b) Each Party shall indemnify, defend and hold harmless the other from and against any and all claimsamounts payable under any judgment, demandsverdict, fines, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property, liabilities, damages, for claims based on but only to the negligence, misconduct, or omissions extent the foregoing arise out of the SUBRECIPIENT resulting indemnitor’s negligence or intentional misconduct in the performance of this Agreement. The Consultant shall indemnify, defend and hold harmless the Authority from all Claims arising from claims brought by any subcontractor of the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person Consultant hereunder against the Authority for payment or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any for other damages arising out of personal injury or property under the applicable subcontract agreement between the Consultant and such subcontractor except for those claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to timeAuthority. Further, the SUBRECIPIENT hereby Each Party agrees to indemnify the COUNTY for all use reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection efforts to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for mitigate any and all damages and other losses to the other Party. To the extent permitted by law, all claims and losses relating to, directly or indirectly, or arising from this Agreement (including the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees Services), however caused, regardless of the SUBRECIPIENT form of action and not on any theory of the COUNTY. The SUBRECIPIENT further agrees liability, including contract, strict liability, negligence or other tort, shall be brought under and shall be subject to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to Agreement. (c) The Authority agrees that any indemnity provided hereunder shall be strictly excess of any available and collected insurance, including, but not limited to, the extent set forth in Section 768.28,Consultant’s lawyers’ professional liability insurance.

Indemnification and Liability. To (a) In consideration of the fullest extent permitted by applicable lawappointment of Depositary Agent, SUBRECIPIENT shall protect, defend, indemnify, save Borrower agrees fully to indemnify and hold the COUNTYDepositary Agent and its directors, officers, employees and agents (collectively, the Board of County Commissioners, its agents, officials, and employees “Indemnified Persons”) harmless from and against any and all claims, demands, fines, loss or destruction of propertylosses, liabilities, damages, for claims based on costs or expenses (including reasonable legal fees and expenses) incurred by the negligence, misconduct, Indemnified Person by reason of or omissions resulting from this Agreement (including Depositary Agent having accepted such appointment or by reason of its carrying out of any of the SUBRECIPIENT resulting terms of this Agreement), and agrees to reimburse the Indemnified Person for all of its expenses, including reasonable fees and expenses of counsel and court costs, incurred by reason of any position or action taken by the Indemnified Person pursuant to this Agreement or in connection with any action brought to interpret or enforce the provisions this Agreement or any part thereof, except to the extent that any such claim, loss, liability, damage, cost or expense results from the SUBRECIPIENT’S work as further described in Indemnified Person’s own gross negligence or willful misconduct. The above indemnification provision shall survive any termination of this Agreement including any termination under any bankruptcy or similar law or the earlier resignation or removal of Depositary Agent. (b) The parties hereto hereby agree that no Indemnified Person shall be liable to such parties for any actions taken by any Indemnified Person pursuant to and its attachments, which may arise in favor compliance with the terms hereof except in respect of any person liability or persons resulting expenses incurred by the Indemnified Person arising from its gross negligence or willful misconduct. Each of the SUBRECIPIENT’S performance parties to this Agreement (for itself and any Person claiming through it) hereby releases, waives, discharges, exculpates and covenants not to ▇▇▇ any Indemnified Person for any action taken or nonperformance of its obligations omitted under this Agreement except any damages arising out of personal injury or property claims from third parties to the extent caused solely by the negligence, omission(s) such Indemnified Person’s gross negligence or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out misconduct. Notwithstanding anything in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth contrary, in no event shall Depositary Agent be liable to Borrower or to Lender for special, exemplary, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits) arising out of this Agreement and the transactions contemplated hereby, even if Depositary Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) Except for actions expressly required hereunder for which indemnification is provided pursuant to Section 768.28,4.6.7(a), each Indemnified Person shall be fully justified in refusing to take or continuing to take any action hereunder unless a confirmation was given satisfactory to Depositary Agent that the indemnities theretofore provided to Depositary Agent remain in effect or that a new indemnity substantially similar to the indemnities provided under the Credit Agreement has been provided. Any Indemnified Person may consult with legal counsel of its own selection in the event of any dispute or question as to the construction of this Agreement or the Indemnified Person’s duties hereunder, and the Indemnified Person shall incur no liability and shall be fully protected in acting in accordance with the advice, written opinion and instructions of such counsel.

Indemnification and Liability. To In consideration of the fullest extent permitted by applicable lawappointment of the Securities Intermediary, SUBRECIPIENT shall protect, defend, indemnify, save the Pledgor agrees to indemnify and hold the COUNTYSecurities Intermediary and each Affiliate, officer, director, shareholder, employee and agent of the Board of County CommissionersSecurities Intermediary (each, its agents, officials, and employees an “Indemnified Person”) harmless from and against any and all claimsclaim, demandsloss, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any lossliability, damage, injury, liability, cost or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for Indemnified Person by reason of or resulting from this Agreement (including its having accepted such appointment or by reason of its carrying out of any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement), and agrees to reimburse the Indemnified Person for all its expenses, including reasonable fees and expenses of counsel and court costs incurred by reason of any position or action taken by the Indemnified Person pursuant to this Agreement or in connection with any action brought to interpret or enforce the provisions of this Agreement or any part thereof, except to the extent set forth that any such claim, loss, liability, damage, cost or expense results from the Indemnified Person’s gross negligence or willful misconduct. The parties hereto hereby agree that no Indemnified Person shall be liable to such parties for any actions taken by any Indemnified Person pursuant to and in Section 768.28,compliance with the terms hereof except in respect of any liability or expenses incurred by the Indemnified Person arising from its gross negligence or willful misconduct. Any Indemnified Person may consult with legal counsel in the event of any dispute or question as to the construction of this Agreement or the Indemnified Person’s duties hereunder, and the Indemnified Person shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.

Indemnification and Liability. To a. Neither the fullest extent permitted Servicer nor any of its directors, officers, employees or agents will be under any liability to the Issuer or the Noteholders for taking any action or for refraining from taking any action pursuant to this Servicing Agreement, or for errors in judgment; provided, however, that neither the Servicer nor any person will be protected against any liability that would otherwise be imposed by applicable lawreason of willful misfeasance, SUBRECIPIENT bad faith or negligence in the performance of the Servicer's duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. b. The Servicer is under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities under this Agreement and that, in its opinion, may cause it to incur any expense or liability. The Servicer may undertake any reasonable action that it deems necessary or desirable in respect of this Agreement and the interests of the Noteholders. c. If the Servicer is required to appear in, or is made a defendant in any legal action or proceeding commenced by any party other than the Issuer with respect to any matter arising hereunder, the Issuer shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees Servicer harmless from and against any and all claimsloss, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconductliability, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all expense (including reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith fees) except for any loss, damageliability or expense arising out of or relating to the Servicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder. Subject to the limitations set forth in paragraph 19(b) hereof, injurythe Servicer shall indemnify and hold the Issuer harmless from all loss, liabilityliability and expense (including reasonable attorney's fees) arising out of or relating to the Servicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder, provided that in no event shall the Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Agreement. d. If a Financed Student Loan is denied the Guarantee by the Guaranty Agency or the loss of federal interest, special allowance, and/or insurance benefits, the Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other casualtyservicing violation. The SUBRECIPIENT additionally agrees If any lost Guarantee is not reinstated within twelve (12) months of the date the Servicer learns of the loss of the Guarantee on a Financed Student Loan, the Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the Guarantee; provided, however, the Servicer may delay taking such actions by giving written notice to the Issuer not less often than each ninety (90) days that the COUNTY may employ an attorney Servicer has reason to believe that the Guarantee will be reinstated within time frames permitted by regulations. If the Servicer gives notice of such delay, the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further Servicer agrees to pay all reasonable expenses any accrued interest on the Financed Student Loans that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and attorney's fees incurred benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the COUNTY in establishing Issuer pursuant to actions taken by the right Servicer to indemnity. The SUBRECIPIENT further agrees that it is responsible for any make the Issuer whole and all claims arising from if the hiring of individuals relating sale was to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement an Eligible Lender to the extent set forth the Issuer has, or can make available, fund therefor. e. The Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Servicer be responsible for losses, damages or expenses arising from any change in Section 768.28,law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Servicer has made best efforts to comply with retroactive additional requirements.

Indemnification and Liability. 7.1 To the fullest extent permitted by applicable lawlaw (including, SUBRECIPIENT without limitation, California Civil Code Section 2782 et. seq.), Architect shall protectdefend (with legal counsel reasonably acceptable to District), defend, indemnify, save indemnify and hold the COUNTYharmless District and its officers, the Board of County Commissionersagents, its agentsdepartments, officials, representatives and employees harmless (collectively “Indemnitees”) from and against any and all claims, demandsloss, finescost, loss damage, injury (including, without limitation, injury to or destruction death of propertyan employee of Architect or its subconsultants), liabilitiesexpense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, for claims based on court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to the negligence, misconductrecklessness or willful misconduct of Architect, anyone directly or indirectly employed by Architect, or omissions anyone that Architect may control (collectively “Liabilities”). Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused in whole or in part by the negligence, or willful misconduct of such Indemnitee, but shall apply to all other Liabilities. 7.2 Architect shall defend (with legal counsel reasonably acceptable to District), indemnify and hold harmless the Indemnitees from all loss, cost, damage, expense, liability or claims, in law or in equity, including reasonable attorneys’ fees, court costs, litigation expenses and fees of expert consultants or expert witnesses, that may at any time arise for any infringement of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachmentspatent rights, which may arise in favor copyright, trade secret, trade name, trademark, service ▇▇▇▇ or any other proprietary right of any person or persons in consequence of the use by District, or any of the other Indemnitees, of articles or Services to be supplied in the performance of this Agreement. 7.3 District shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify Architect for damages resulting from the SUBRECIPIENT’S performance negligence of the general contractor and its subcontractors. District shall also include a provision in the construction contract with the general contractor on the project requiring the general contractor to name Architect as an additional insured on its CGL insurance coverage. The risk of an inadvertent omission of such provisions is on Architect. Therefore, Architect shall review the construction contract prior to bidding to confirm that such provision has been included in the draft of the bid documents. 7.4 Architect shall place in its subconsulting agreements and cause its subconsultants to agree to indemnities and insurance obligations in favor of District and other Indemnitees in the exact form and substance of those contained in this Agreement. 7.5 District acknowledges that the discovery, presence, handling or nonperformance removal of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(sasbestos products polychlorinated biphenyl (PCB) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY hazardous substances which may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, presently exist at the expense Project site is outside of Architect’s expertise and is not included in the SUBRECIPIENTscope of Services Architect is to perform nor included in Architect’s insurance. The SUBRECIPIENT further agrees District shall hire an expert consultant in this field if the Project involves such materials. Architect shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. Architect shall be responsible to pay all reasonable expenses and attorney's fees incurred coordinate with District’s expert consultant as required by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,Appendix A.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, (a) Introgen agrees to indemnify, save defend and hold the COUNTYharmless Institution and System and their Board, the Board of County CommissionersInvestigators, its Study Staff, and other employees, officers, agents, officials, and employees harmless subcontractors (“Institution Indemnitees”) from and against any third-party claim, and all claimsany resultant loss, demandsexpense, finescost (including reasonable attorneys fees), loss liability or destruction damage, that arises out of propertythe activities to be carried out by Institution pursuant to the obligations of this Agreement, liabilitiesincluding but not limited to the use by Introgen of the results obtained from the activities performed by Institution under this Agreement; (“Institution Claim”), damagesprovided that Introgen will not indemnify any Institution Indemnitee for any Institution Claim to the extent the Institution Claim arose out of: (i) failure by Institution Indemnitees to conduct a Study in accordance with the Protocol, GCPs, Introgen’s written instructions or written warnings (including package inserts, where appropriate), or applicable laws or regulations; (ii) the negligence or willful misconduct of Institution Indemnitees; or (iii) a breach by Institution Indemnitees of this Master Agreement or the applicable Study Specific Agreement. (b) To the extent authorized by the Constitution and laws of the State of Texas and subject to the statutory duties of the Texas Attorney General, Introgen’s obligations under this Section with respect to an Institution Claim are conditioned on: (i) prompt written notification to Introgen of the Institution Claim so that Introgen’s ability to defend or settle the Institution Claim is not adversely affected, provided, however, that any delay in providing notice of a claim to Introgen will not relieve Introgen of its indemnification obligation hereunder unless the delay materially and adversely affects Introgen’s ability to defend against the claim; and (ii) subject to the statutory duties of the Texas Attorney General, Introgen has sole control over the defense or settlement of the Institution Claim and subject to the statutory duties of the Texas Attorney General, Institution will fully cooperate with Introgen in the defense or settlement of the Institution Claim; provided, that, no Institution Indemnitee will be required to admit fault or responsibility in connection with any settlement or financially contribute to the Settlement. (c) To the extent authorized by the Constitution and the laws of the State of Texas, Institution agrees to indemnify, defend and hold harmless Introgen and its employees, agents, and subcontractors (“Introgen Indemnitees”) from and against any loss, expense, cost (including reasonable attorneys fees), liability, damage, or claim by third parties for claims based on personal injury, including death, resulting from (1) failure by Institution Indemnitees to conduct a Study in accordance with the negligenceProtocol, GCPs, Introgen’s written instructions or written warnings (including package inserts, where appropriate), or applicable laws or regulations, (2) the negligent acts or omissions, or willful misconduct, of Institution Indemnities, including but not limited to, Investigators, or omissions Study Staff, pertaining to the activities to be carried out pursuant to the obligations of this Master Agreement or the applicable Study Specific Agreement, or (3) a breach by Institution Indemnitees of this Master Agreement or the applicable Study Specific Agreement (“Introgen Claim”), provided that Institution will not indemnify any Introgen Indemnitee for any Introgen Claim to the extent the Introgen Claim arose out of: (i) the negligence or willful misconduct of Introgen Indemnitees; or (ii) a breach by Introgen Indemnitees of this Master Agreement or the applicable Study Specific Agreement. (d) Institution’s obligations under this Section with respect to an Introgen Claim are conditioned on: (i) prompt written notification to Institution of the SUBRECIPIENT resulting from Introgen Claim so that Institution’s ability to defend or settle the SUBRECIPIENT’S work Introgen Claim is not adversely affected, provided, however, that any delay in providing notice of a claim to Institution will not relieve Institution of its indemnification obligation hereunder unless the delay materially and adversely affects Institution’s ability to defend against the claim; and (ii) Introgen Indemnitees’ agreement that, subject to the statutory duties of the Texas Attorney General, Institution has sole control over the defense or settlement of an Introgen Claim and, subject to the statutory duties of the Texas Attorney General, to fully cooperate with Institution in the defense or settlement of an Introgen Claim; provided, that, no Introgen Indemnitee will be required to admit fault or responsibility in connection with any settlement or financially contribute to a settlement. (e) The Material is experimental in nature and it is provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, and INTROGEN SPECIFICALLY MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT, However, Introgen represents and warrants that as further described in of the Effective Date of this Agreement it has no actual knowledge and its attachmentshas not received any written notice that the use of any Material hereunder infringes any patent or other proprietary right, and that during the term of this Agreement it will use commercially reasonable efforts to notify Institution of any such knowledge or notice that it receives after the Effective Date of this Agreement. In no event shall Introgen be liable for any use by Investigator or Institution of the Material for any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from or in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under connection with this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligenceuse, omission(s) handling or willful misconduct storage of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. Material. (f) The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms obligations of this Section will survive termination of this Master Agreement to the extent set forth in Section 768.28,and any applicable Study Specific Agreement.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT Vendor shall protect, defend, indemnify, save indemnify and hold harmless the COUNTYCity and its officers, the Board of County Commissionerselected and appointed officials, its agents, officials, and employees harmless from and against any and all liability, losses, or damages as a result of claims, demands, finessuits, loss actions, or destruction proceedings of propertyany kind or nature, liabilitiesincluding but not limited to costs, damagesand fees, for claims based including attorney’s fees, judgments or settlements, resulting from or arising out of any negligent or willful act or omission on the negligencepart of Vendor or Vendor’s subcontractors, misconductemployees, agents or subcontractors during the performance of this Agreement. Such indemnification shall not be limited by reason of the enumeration of any insurance coverage herein provided. This provision shall survive completion, expiration, or omissions termination of this Agreement. Nothing contained herein shall be construed as prohibiting the SUBRECIPIENT resulting City, or its officers, agents, or employees, from defending through the SUBRECIPIENT’S work as further described selection and use of their own agents, attorneys, and experts, any claims, actions or suits brought against them. Vendor shall be liable for the costs, fees, and expenses incurred in this Agreement and its attachments, which may arise in favor the defense of any person such claims, actions, or persons resulting from suits. Nothing herein shall be construed as a limitation or waiver of defenses available to the SUBRECIPIENT’S performance or nonperformance City and employees and agents, including but not limited to the Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq. At the City Corporation Counsel’s option, Vendor must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Vendor of any of its obligations under this Agreement. Any settlement of any claim or suit related to this Project by Vendor must be made only with the prior written consent of the City Corporation Counsel, if the settlement requires any action on the part of the City. To the extent permissible by law, Vendor waives any limits to the amount of its obligations to indemnify, defend, or contribute to any sums due under any Losses, including any claim by any employee of Vendor that may be subject to the Illinois Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision, including but not limited to, ▇▇▇▇▇▇▇ v. Cyclops Welding Corporation, 146 Ill. 2d 155 (1991). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other statute. Vendor shall be responsible for any losses and costs to repair or remedy work performed under this Agreement except any damages resulting from or arising out of personal injury any act or property claims from third parties caused solely omission, neglect, or misconduct in the performance of its Work or its subcontractors’ work. Acceptance of the work by the negligence, omission(s) or willful misconduct City will not relieve Vendor of the COUNTYresponsibility for subsequent correction of any such error, omissions and/or negligent acts or of its officialsliability for loss or damage resulting therefrom. All provisions of this Section 4.8 shall survive completion, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liabilityexpiration, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms termination of this Agreement to the extent set forth in Section 768.28,Agreement.

Indemnification and Liability. To the fullest extent permitted by applicable lawTenant agrees to exonerate, SUBRECIPIENT shall protectindemnify, defend, indemnify, save and hold harmless the COUNTYLandlord (and any and all persons claiming by, the Board of County Commissioners, its agents, officials, and employees harmless through or under Landlord) from and against all claims, proceedings, defenses thereof, liabilities, costs, and expenses of any kind and nature, including reasonable legal fees, arising from: (i) any breach of this Lease by Tenant or those for whom Tenant is responsible; and (ii) any injury, loss or damage occurring on or emanating from the Premises, including, without limitation, as the result of any act, omission or negligence of the Tenant, or Tenant’s contractors or licensees, or of the agents, servants, employees or business invitees of Tenant, or persons coming into the Premises for the purpose of visiting or dealing with any one or one or more of the foregoing, or arising from any accident, injury or damage occurring outside of the Premises, the parking areas and the approaches thereto, but, in, on or about the Building, which such accident, damage or injury results or is claimed to have resulted from the negligence or misconduct on the part of Tenant or Tenant’s contractors or licensees, or of the agents, servants, employees or business invitees of Tenant, including, without limitation, related to or arising from vehicles and other forms of transportation of Tenant or those acting by, through or under Tenant at the Building or the approaches thereto; provided, however the foregoing shall not apply to Landlord’s (or anyone under its control or for whom it is responsible) negligent acts and omissions. This exoneration, indemnification and hold harmless agreement shall survive the termination of this Lease for matters which arise during the term of this Lease or during any period of continued occupancy of the Premises by Tenant or parties for whom Tenant is responsible (as provided above) after the term of this Lease. Landlord agrees to exonerate, indemnify, defend, save and hold harmless the Tenant (and any and all persons claiming by, through or under Tenant) from and against all claims, demandsproceedings, finesdefenses thereof, liabilities, costs, and expenses of any kind and nature, including reasonable legal fees, arising from: (i) any breach of this Lease by Landlord or those for whom Landlord is responsible; and (ii) any injury, loss or destruction damage occurring on or emanating from the Premises, as the result of propertyany act, liabilities, damages, for claims based on omission or negligence of the negligence, misconductLandlord, or omissions Landlord’s contractors or licensees, or of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachmentsagents, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissionersservants, employees or agentsbusiness invitees of Landlord, subject or arising from any accident, injury or damage occurring outside of the Premises, but in, on or about the Building including without limitation the parking areas and the approaches thereto; provided, however the foregoing shall not apply to Tenant’s (or anyone under its control or for whom it is responsible) negligent acts and omissions. This exoneration, indemnification and hold harmless agreement shall survive the termination of this Lease for matters which arise during the term of this Lease or during any period of continued occupancy of the Premises by Tenant or parties for whom Tenant is responsible (as provided above) after the term of this Lease. Landlord and Tenant release each other from any claims and demands of whatever nature for damage, loss or injury to the limitations as set out in Florida general lawBuilding or to the other’s property in, Section 768.28on or about the Premises, Florida Statutes, as amended from time to time. Further, and the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred Building that are caused by or imposed upon the COUNTY in connection therewith for result from risks or perils insured against under any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred property insurance policies required by the COUNTY in establishing the right Lease to indemnitybe maintained. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out If required by the terms of their respective insurance policy(ies), Landlord and Tenant shall cause their insurers to waive any right of recovery by way of subrogation against either Landlord or Tenant in connection with any property damage covered by any such policies. The foregoing shall not be construed to release or alter Tenant’s and Landlord’s agreements and obligations required by any other Section of this Agreement Lease to the extent set forth in Section 768.28,be performed and/or undertaken by Tenant or Landlord.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT (a) The Consultant shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County CommissionersAuthority, its agentsofficers, officials, and employees employees, harmless from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent arising out of or resulting from the gross negligence or willful misconduct of the Consultant in the performance of its obligations under this Agreement (as determined by a final, non-appealable judgment by a court of competent jurisdiction) ("Claims"). Consultant, its subsidiaries and subcontractors, and their respective personnel shall not be liable to the Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the Authority to Consultant pursuant to this engagement, except to the extent resulting from the bad faith or intentional misconduct of the Consultant or its subcontractors. In no event shall the Consultant, its subsidiaries or subcontractors, or their respective personnel be liable to the Authority for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. The foregoing limitation of liability and disclaimer shall not apply to Claims for which a party is obligated to indemnify under this Agreement. (b) Each Party shall indemnify, defend and hold harmless the other from and against any and all claimsamounts payable under any judgment, demandsverdict, fines, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement but only to the extent set forth the foregoing arise out of the indemnitor's negligence or intentional misconduct in Section 768.28,the performance of this Agreement. Consultant shall indemnify, defend and hold harmless the Authority from all Claims arising from claims brought by any subcontractor of the Consultant hereunder against the Authority for payment or for other damages arising under the applicable subcontract agreement between the Consultant and such subcontractor. (c) The Authority agrees that any indemnity provided hereunder shall be strictly excess of any available and collected insurance, including, but not limited to, the Consultant's lawyers' professional liability insurance.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT (a) The Consultant shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County CommissionersAuthority, its agentsofficers, officials, and employees employees, harmless from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent arising out of or resulting from the gross negligence or willful misconduct of the Consultant in the performance of its obligations under this Agreement (as determined by a final, non-appealable judgment by a court of competent jurisdiction) ("Claims"). Consultant, its subsidiaries and subcontractors, and their respective personnel shall not be liable to the Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the Authority to Consultant pursuant to this engagement, except to the extent resulting from the bad faith or intentional misconduct of the Consultant or its subcontractors. In no event shall the Consultant, its subsidiaries or subcontractors, or their respective personnel be liable to the Authority for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. The foregoing limitation of liability and disclaimer shall not apply to Claims for which a party is obligated to indemnify under this Agreement. (b) Each Party shall indemnify, defend and hold harmless the other from and against any and all claimsamounts payable under any judgment, demandsverdict, fines, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property, liabilities, damages, for claims based on but only lo the negligence, misconduct, or omissions extent the foregoing arise out of the SUBRECIPIENT resulting indemnitor's negligence or intentional misconduct in the performance of this Agreement. The Consultant shall indemnify, defend and hold hannless the Authority from all Claims arising from claims brought by any subcontractor of the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person Consultant hereunder against the Authority for payment or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any for other damages arising out of personal injury or property under the applicable subcontract agreement between the Consultant and such subcontractor except for those claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to timeAuthority. Further, the SUBRECIPIENT hereby Each Party agrees to indemnify the COUNTY for all use reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection efforts to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for mitigate any and all damages and other losses to the other Party. To the extent permitted by law, all claims and losses relating lo, directly or indirectly, or arising from this Agreement (including the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees Services), however caused, regardless of the SUBRECIPIENT form of action and not on any theory of the COUNTY. The SUBRECIPIENT further agrees liability, including contract, strict liability, negligence or other tori, shall be brought under and shall be subject to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to Agreement. (c) The Authority agrees that any indemnity provided hereunder shall be strictly excess of any available and collected insurance, including, but not limited to, the extent set forth in Section 768.28,Consultant's lawyers' professional liability insurance.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save Consultant will indemnify and hold the COUNTYharmless PERA and its affiliates, agents, successors, assigns, the Board of County CommissionersTrustees of the Colorado Public Employees’ Retirement Association and any trustee, former trustee, fiduciary employee, executive director, director, officer, employee and each successor thereto, (collectively referred to as “PERA Indemnified Parties”), from and against any liabilities, damages, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any claims, lawsuits or proceedings of any nature made or brought against PERA Indemnified Parties by any third party (including any Plan, Plan Administrator or third party beneficiary claiming rights hereunder) arising out of or related to Consultant’s acts or omissions under this Agreement, except when such liabilities, damages, settlements, costs or expenses are attributable to the sole gross negligence, fraud or willful misconduct of PERA or material breach of this Agreement by ▇▇▇▇. PERA will promptly notify Consultant of any such claim, lawsuit or proceeding. PERA will have control over the defense and settlement of any such claim, lawsuit or proceeding, in which case Consultant shall pay all damages, settlements, costs and expenses, including defense costs, fees and expenses, as required by the indemnification in this provision. To the extent damages are incurred by PERA as a result of the acts or inaction of Consultant, its agents, officialsaffiliates, and employees harmless from and against assigns or affiliated parties, PERA shall be entitled to recover damages provided by law without limitation as to form or amount. Consultant agrees to accept any and all claimsliability for Consultant’s agents, demandsaffiliates, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconductassigns, or affiliated parties, including but not limited to, Consultant’s subcontractors or vendors performing Services for PERA. In the event of a final judicial determination that the Consultant’s acts or omissions of caused the SUBRECIPIENT damages PERA, Consultant shall reimburse PERA for PERA’s own reasonable attorney’s fees, costs, and expenses resulting from the SUBRECIPIENT’S work as further described PERA’s defense in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,Action.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT 13.1 F▇▇▇ shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County CommissionersSalix, its agents, officials, Affiliates and employees Sublicensees (the “Salix Indemnitees”) harmless from any claim, liability, damage or loss (including reasonable attorneys’ fees and disbursements) (“Losses”) arising out of: 13.1.1 any breach by F▇▇▇ of the representations, warranties given under Clause 12.2; or 13.1.2 the manufacture and/or Exploitation of the Product by F▇▇▇, its Affiliates or licensees outside the Territory. Save to the extent that the event giving rise to such Losses is not an event which would give rise to an indemnification obligation of Salix under Clause 13.2 and provided that F▇▇▇ shall have no obligation to indemnify any Salix Indemnitee against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions Losses in connection with any product liability claim arising solely out of the SUBRECIPIENT resulting from manufacture, use or sale of the SUBRECIPIENT’S work as further described in this Agreement Product by Salix and its attachmentsAffiliates and Sublicensees, regardless of whether such claim arises in tort, contract, strict liability, product liability or any other legal theory. 13.2 Salix shall defend, indemnify and hold F▇▇▇ and its Affiliates harmless from any Losses arising out of: 13.2.1 any breach by Salix of the representations and warranties given under Clause 12.1; or 13.2.2 the manufacture and/or Exploitation of the Product by Salix, its Affiliates or Sublicensees in the Territory; Save to the extent that the event giving rise to such Losses in respect of Salix’s or its Affiliates’ or Sublicensees’ Exploitation of such Product is not an event which may arise in favor would give rise to an indemnification obligation of F▇▇▇ under Clause 13.1. 13.3 Each indemnified Party agrees to give the indemnifying Party prompt written notice of any person Losses or persons resulting from the SUBRECIPIENT’S performance or nonperformance discovery of its obligations under this Agreement except a fact upon which such indemnified Party intends to base a request for indemnification hereunder. 13.4 Each Party shall furnish promptly to the other copies of all papers and official documents received in respect of any damages arising out of personal injury or property claims from third parties caused solely Losses. The indemnified Party shall cooperate as reasonably requested by the negligence, omission(s) or willful misconduct of indemnifying Party in the COUNTY, its officials, commissioners, employees or agents, subject defence against any Losses. 13.5 With respect to Losses relating to all matters as to which the limitations as set out indemnifying Party shall have acknowledged in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, writing the SUBRECIPIENT hereby agrees obligation to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by indemnified Party hereunder, the indemnifying Party shall have the sole right to control the defence of such matter; Provided that the indemnifying Party shall obtain the written consent of the indemnified Party, prior to ceasing to defend, settling or imposed upon otherwise disposing of any Losses if as a result thereof (i) the COUNTY in connection therewith for any loss, damage, injury, liability, indemnified Party would become subject to injunctive or other casualtyequitable relief or any remedy other than the payment of money by the indemnifying Party or (ii) the business of the indemnified Party would be adversely affected. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing indemnified Party shall have the right to indemnity. The SUBRECIPIENT further agrees control the defence of all other matters; Provided that it is responsible the indemnifying Party shall not be liable for any and all claims arising from settlement or other disposition of a Loss by the hiring of individuals relating to activities provided under indemnified Party which is reached without the Agreement. All individuals hired are employees written consent of the SUBRECIPIENT indemnifying Party, which consent shall not be unreasonably withheld. 13.6 Except as provided above, the costs and expenses, including reasonable fees and disbursements of counsel, incurred by any indemnified Party in connection with any claim shall be reimbursed on a Quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Party. 13.7 Except in circumstances of gross negligence or wilful misconduct by a Party or its Affiliates and save as may be required in connection with any indemnity under this Clause 13; 13.7.1 neither F▇▇▇ or Salix shall be liable to the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibilityother for special, training and oversight exemplary, indirect, incidental, punitive or consequential damages, whether in contract, warranty, negligence, tort, strict liability or otherwise; 13.7.2 the aggregate liability of the parties it deals F▇▇▇ for damages in connection with any claim or employs to carry out action arising under the terms of or in connection with this Agreement to the extent set forth Agreement, whether in Section 768.28,contract, warranty, negligence, tort, strict liability or otherwise, shall not exceed [*] US dollars ($US [*]).

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT A. The CITY shall protect, defendsave harmless, indemnify, save and hold defend, at its own expense, the COUNTY, the Board of County Commissionersits elected and appointed officials, its officers, employees and agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, claim for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor damages of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages nature whatsoever, arising out of personal injury or property the CITY's performance of this AGREEMENT, including claims from third parties caused solely by the negligenceCITY’s employees or third parties, omission(s) except for those damages solely caused by the negligence or willful misconduct of the COUNTY, its elected and appointed officials, commissionersofficers, employees or agents. B. The COUNTY shall protect, subject to save harmless, indemnify, and defend, at its own expense the limitations as set CITY, its elected and appointed officials, officers, employees and agents from any loss or claim for damages of any nature whatsoever, arising out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear 's performance of this AGREEMENT, including claims by the COUNTY's employees or third parties, except for those damages solely caused by the negligence or willful misconduct of the CITY, its elected and defend appointed officials, officers, employees or agents. C. In the event of liability for damages of any such action, on behalf nature whatsoever arising out of the performance of this AGREEMENT by the CITY and the COUNTY, at including claims by the expense CITY’s or the COUNTY’s own officers, officials, employees, agents, volunteers, or third parties, caused by or resulting from the concurrent negligence of the SUBRECIPIENTCOUNTY and the CITY, their officers, officials, employees and volunteers, each party’s liability hereunder shall only be to the extent of that party’s negligence. D. No liability shall be attached to the CITY or the COUNTY by reason of entering into this AGREEMENT except as expressly provided herein. The SUBRECIPIENT further agrees CITY shall hold the COUNTY harmless and defend at its expense any legal challenges to pay all reasonable expenses the CITY’s requested mitigation and/or any failure by the CITY to comply with RCW 82.02.020 or RCW 82.02.070. The COUNTY shall hold the CITY harmless and attorney's fees incurred defend at its expense any legal challenges to the COUNTY’s requested mitigation and/or any failure by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals comply with RCW 82.02.020 or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,RCW 82.02.070.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

Indemnification and Liability. KCI shall indemnify and hold harmless the Client, its officers, directors, and employees, from and against those liabilities, damages and costs that Client is legally obligated to pay as a result of the death or bodily injury to any person or the destruction or damage to any property, to the extent caused by the negligent acts, errors or omissions of KCI or anyone for whom KCI is legally responsible, subject to any limitations of liability contained in this Agreement. KCI will reimburse Client for reasonable defense costs for claims arising out of KCI’s professional negligence based on the percentage of KCI’s liability. KCI shall indemnify, defend and hold harmless the Client, its officers, directors, and employees, from and against those claims, liabilities, damages and costs arising out of third party claims to the extent caused by the negligent acts, errors or omissions of KCI or anyone for whom KCI is legally responsible, subject to any limitations of liability contained in this Agreement. The duty to defend shall not apply to professional liability claims. The foregoing defend, hold harmless and indemnity obligations shall apply solely to any such causes of action, damages, costs, expenses or defense obligations covered by KCI’s insurance. The Client agrees to indemnify and hold harmless KCI, its officers, directors, and employees against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Client’s negligent acts, errors or omissions in connection with the Services and this Agreement and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable. This Client indemnification and hold harmless includes damages, liabilities or costs arising from or relating to: slander of title or disparagement of property claims referenced in paragraph 5; changes to documents or materials referenced in paragraph 6; fees and expenses including, but not limited to cost of personnel time, court costs, litigation expenses and reasonable attorneys’ fees KCI incurs as a result of late-payment referenced in paragraph 9; and, where applicable, any loss or damage to KCI or third parties’ personnel or equipment resulting from any ground penetration except when it is the direct result of KCI's sole negligence or when caused by normal wear and tear. Neither the Client nor KCI shall be obligated to indemnify the other party in any manner whatsoever for the other party’s own negligence. If applicable to the Services, Client warrants that it has and will comply with all lawful obligations regarding hazardous or toxic substances, and it agrees to indemnify and hold KCI harmless from any loss, damage, expenditure or liability arising out of or in any way relating to the presence, discharge, exposure or release of hazardous or toxic substances of any kind except to the extent it is the direct result of KCI’s sole negligence. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protectthe total liability, defendin the aggregate, indemnifyof KCI and its officers, save and hold the COUNTY, the Board of County Commissioners, its agents, officialsdirectors, and employees harmless to Client and anyone claiming by, through or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to the Services or this Agreement, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by KCI under this Agreement or the applicable KCI insurance coverage, whichever is the lesser. Neither party shall have liability for special, incidental, or consequential damages, lost revenues, lost profits, or punitive/exemplary damages, regardless of whether either party is or was aware of the possibility or actuality of such damages and regardless of the form or theory of relief of any claim or action. If Client is subject to liquidated damages, then Client agrees to waive any potential claim against KCI for liquidated damages unless, pursuant to a final determination consistent with paragraph 11, KCI is found to be at least partially at fault, then KCI agrees to pay is proportionate share of liquidated damages. If applicable to the Services, Client agrees that KCI shall not be liable for work performed by other parties, for the accuracy of data supplied by other parties upon which KCI may rely, or for testing or inspection work performed by others, nor for any loss or damages claimed to result from penetration of the ground unless the loss or damage is a direct result of KCI's sole negligence. If applicable to the Services, Client hereby agrees that, to the fullest extent permitted by law, KCI’s maximum liability to Client for any and all claims, demands, fines, loss or destruction of property, liabilitiesactions, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages losses arising out of personal injury or property claims from third parties caused solely by in any way related to mold shall not exceed the negligence, omission(s) or willful misconduct amount of any insurance coverage available to satisfy any claim made against KCI within the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney scope of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, coverage in existence at the expense time the claim is resolved by way of the SUBRECIPIENTsettlement award or judgment (exclusive of any required deductible). The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT Client further agrees that it is responsible in no event shall KCI be liable for any and all claims arising from the hiring or damages of individuals relating to activities provided under the Agreement. All individuals hired are employees any nature, regardless of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees insurance, (including costs relating thereto) for bodily or personal injury related to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,mold claims.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT (a) The Consultant shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County CommissionersAuthority, its agentsofficers, officials, and employees employees, harmless from any and all claims, injuries, damages, losses or suits including attorney fees ("Claims"), to the extent arising out of or resulting from the gross negligence or willful misconduct ofthe Consultant in the performance of its obligations under this Agreement (as determined by a final, non-appealable judgment by a court of competent jurisdiction). The Consultant, its subsidiaries and subcontractors, and their respective personnel shall not be liable to the Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the Authority to the Consultant pursuant to this engagement, except to the extent resulting from the bad faith or intentional misconduct of the Consultant or its subcontractors. In no event shall the Consultant, its subsidiaries or subcontractors, or their respective personnel be liable to the Authority for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this · engagement. The foregoing limitation of liability and disclaimer shall not apply to Claims for which a party is obligated to indemnify under this Agreement. (b) Each Party shall indemnify, defend and hold harmless the other from and against any and all claimsamounts payable under any judgment, demandsverdict, fines, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement but only to the extent set forth the foregoing arise out of the indemnitor's negligence or intentional misconduct in Section 768.28,the performance of this Agreement. The Consultant shall indemnify, defend and hold harmless the Authority from all Claims arising from claims brought by any subcontractor of the Consultant hereunder against the Authority for payment or for other damages arising under the applicable subcontract agreement between the Consultant and such subcontractor except for those claims caused by the Authority. (c) The Authority agrees that any indemnity provided hereunder shall be strictly excess of any available and collected insurance, including, but not limited to, the Consultant's lawyers' professional liability insurance.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT (a) The Consultant shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County CommissionersAuthority, its agentsofficers, officials, and employees employees, harmless from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent arising out of or resulting from the gross negligence or willful misconduct of the Consultant in the performance of its obligations under this Agreement (as dete1mined by a final, non-appealable judgment by a court of competent jurisdiction) ("Claims"). Consultant, its subsidiaries and subcontractors, and their respective personnel shall not be liable to the Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the Authority to Consultant pursuant to this engagement, except to the extent resulting from the bad faith or intentional misconduct of the Consultant or its subcontractors. In no event shall the Consultant, its subsidiaries or subcontractors, or their respective personnel be liable to the Authority for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. The foregoing limitation of liability and disclaimer shall not apply to Claims for which a party is obligated to indemnify under this Agreement. (b) Each Paiiy shall indemnify, defend and hold harmless the other from and against any and all claimsamounts payable under any judgment, demandsverdict, fines, comi order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement but only to the extent set forth the foregoing arise out of the indemnitor's negligence or intentional misconduct in Section 768.28,the performance of this Agreement. Consultant shall indemnify, defend and hold harmless the Authority from all Claims arising from claims brought by any subcontractor of the Consultant hereunder against the Authority for payment or for other damages arising under the applicable subcontract agreement between the Consultant and such subcontractor. (c) The Authority agrees that any indemnity provided hereunder shall be strictly excess of any available and collected insurance, including, but not limited to, the Consultant's lawyers' professional liability insurance.

Indemnification and Liability. 7.1 To the fullest extent permitted by applicable lawlaw (including, SUBRECIPIENT without limitation, California Civil Code Section 2782 et. seq.), Construction Manager shall protectdefend (with legal counsel reasonably acceptable to District), defend, indemnify, save indemnify and hold the COUNTYharmless District and its officers, the Board of County Commissionersagents, its agentsdepartments, officials, representatives and employees harmless (collectively “Indemnitees”) from and against any and all claims, demandsloss, finescost, loss damage, injury (including, without limitation, injury to or destruction death of propertyan employee of Construction Manager or its subconsultants), liabilitiesexpense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, for claims based on court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to the negligence, misconductrecklessness or willful misconduct of Construction Manager, anyone directly or indirectly employed by Construction Manager, or omissions anyone that Construction Manager may control (collectively “Liabilities”). Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused in whole or in part by the negligence, or willful misconduct of such Indemnitee, but shall apply to all other Liabilities. 7.2 Construction Manager shall defend (with legal counsel reasonably acceptable to District), indemnify and hold harmless the Indemnitees from all loss, cost, damage, expense, liability or claims, in law or in equity, including reasonable attorneys’ fees, court costs, litigation expenses and fees of expert consultants or expert witnesses, that may at any time arise for any infringement of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachmentspatent rights, which may arise in favor copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in consequence of the use by District, or any of the other Indemnitees, of articles or Services to be supplied in the performance of this Agreement. 7.3 District shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify Construction Manager for damages resulting from the SUBRECIPIENT’S performance negligence of the general contractor and its subcontractors. District shall also include a provision in the construction contract with the general contractor on the project requiring the general contractor to name Construction Manager as an additional insured on its CGL insurance coverage. The risk of an inadvertent omission of such provisions is on Construction Manager. Therefore, Construction Manager shall review the construction contract prior to bidding to confirm that such provision has been included in the draft of the bid documents. 7.4 Construction Manager shall place in its sub consulting agreements and cause its subconsultants to agree to indemnities and insurance obligations in favor of District and other Indemnitees in the exact form and substance of those contained in this Agreement. 7.5 District acknowledges that the discovery, presence, handling or nonperformance removal of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(sasbestos products polychlorinated biphenyl (PCB) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY hazardous substances which may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, presently exist at the expense Project site is outside of Construction Manager’s expertise and is not included in the SUBRECIPIENTscope of Services Construction Manager is to perform nor included in Construction Manager’s insurance. The SUBRECIPIENT further agrees District shall hire an expert consultant in this field if the Project involves such materials. Construction Manager shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. Construction Manager shall be responsible to pay all reasonable expenses and attorney's fees incurred coordinate with District’s expert consultant as required by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,Appendix A.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT 7.1 Provider shall protect, defend, indemnify, save defend and hold the COUNTYharmless IXI and its Affiliates, the Board of County Commissionersdirectors, its agents, officials, officers and employees harmless from and (“Indemnitees”) against any and all actions, claims, demands, finessuits, loss losses and damages (including reasonable costs, expenses and reasonable attorneys’ fees) (collectively, “IPR Losses”) insofar as such IPR Losses arise out of or destruction relate to: claims that use of propertythe Services, liabilitieseven if running without an OGO would constitute an infringement of a patent, damagestrademark, copyright or other intellectual property right in the Territory. Provider will reimburse each Indemnitee for claims based on [*]. In the negligence, misconductevent that use of the Services, or omissions any part thereof, is preliminarily or permanently enjoined (as a result of a court order or agreement of the SUBRECIPIENT resulting from parties to a lawsuit) provided that Provider can establish that the SUBRECIPIENT’S work Services would not have been so enjoined if not used with an OGO, Provider shall promptly, [*]. 7.2 Provider shall indemnify, defend and hold harmless Indemnitees against all actions, claims, demands, suits, losses and damages (including reasonable costs, expenses and reasonable attorneys’ fees) (collectively, “Service Losses”) insofar as further described such Service Losses arise out of or relate to actions taken or omissions by or on behalf of Provider in providing the Services that are not required by the SOW. Provider will reimburse each Indemnitee for [*]. 7.3 IXI shall indemnify Provider and its directors, officers and employees against all actions, claims, demands, suits, losses and damages (including reasonable costs, expenses and reasonable attorneys’ fees) (collectively, “IXI Losses”) relating to this Agreement which arise out of: (i) any unauthorized alteration or modification of the Services; or (ii) any unlawful use of the Services by IXI. 7.4 The obligations of each party under this Section 7 shall be subject to the requirements that (i) the indemnified party notify the indemnifying party in writing within [*] after the indemnified party is notified of a claim; (ii) the indemnifying party have sole control of the defense of the claim (except that the indemnified may participate in the defense at its own expense) and its attachmentsall related monetary settlement negotiations (any non-monetary terms that bind the indemnified party shall require the prior written approval of the indemnified party, which may arise in favor not to be unreasonably withheld or delayed); (iii) the indemnified party not making any written offer of any person settlement to the third party claimant without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld or persons resulting from delayed); and (iv) the SUBRECIPIENT’S performance or nonperformance of indemnified party shall, at the indemnifying party’s request and expense, provide the indemnifying party with assistance reasonably necessary for the indemnifying party to perform its obligations under this Section 7; provided that the indemnified party shall not be required to admit liability under any circumstances. 7.5 Notwithstanding any other clause in this Agreement except (including, without limitation, IXI's obligation to pay the fees in accordance with Clause 3), in no event will either party’s total aggregate liability for any Service Losses, IXI Losses or other damages arising out of personal injury from or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith with this Agreement whether in actions based on contract, tort or any other legal theory, [*]. 7.6 Notwithstanding any other clause in this Agreement (including, without limitation, IXI's obligation to pay the fees in accordance with Clause 3), in no event will either party’s total aggregate liability for any lossIPR Losses arising from or in connection with this Agreement whether in actions based on contract, damagetort or any other legal theory, injury, liability, [*]. 7.7 Neither party shall under any circumstance or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend under any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is legal theory be responsible for any and all claims loss of profits, loss of business, loss of revenues, or interruption of business, or loss of anticipated saving, or damage to goodwill, or for any indirect, special, incidental, consequential, or punitive damages of any kind arising from the hiring of individuals or relating to activities provided under this Agreement or the Agreement. All individuals hired are employees subject matter hereof, even if such party has been informed of the SUBRECIPIENT and not possibility of such damage or loss by the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of other party. 7.8 Nothing in this Agreement to the extent set forth in Section 768.28,shall exclude or limit either party's liability: (a) for death or personal injury arising from its negligence;

Indemnification and Liability. To 11.1 Except for the fullest extent permitted by applicable lawlimitations, SUBRECIPIENT to which Teijin acknowledges and agrees, in Enact's then current: (i) directions and instructions for the use of the Base Product and/or Final Product (ii) terms and conditions of enrollment, and standard warranty of the Base Product and/or Final Product (attached to them), Enact shall protect, defendbe liable for, indemnify, save defend and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless Teijin from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on losses, costs and expenses (excluding product liabilities) relating to the negligenceuse, misconductrepair or replacement of, or omissions refund of amounts paid for, the Base Product and/or Final Product. Except for the matters covered by the above paragraph of this Section 11.1, Enact shall be liable for, indemnify, defend and hold harmless Teijin from and against any and all liabilities, injuries, damages, losses, claims, suits, costs and expenses (including attorney's fees) caused by a defect of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely Base Product and/or Final Product supplied by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject Enact. Enact's obligation shall be limited to the limitations as set out amount stipulated in Florida general lawSection 10.1 hereof. 11.2 Teijin shall indemnify, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear hold harmless and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses Enact from and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for against any and all claims arising or losses and the associated costs and expenses (including attorney's fees), which it may incur or become responsible for in connection with the Pilot Study, Clinical Trial or other activity conducted by Teijin with respect to the Base Product or Final Product. Such indemnity shall not cover matters covered under Sections 10.1 and 11.1. 11.3 If it is not obvious that which party may become responsible for claims, losses, costs and/or expenses in connection with the activities hereunder, Enact and Teijin shall negotiate a treatment about such claims, losses, costs and/or expenses in good faith. 11.4 Each party agrees that any indemnity under this Agreement shall be conditioned upon the indemnifying party receiving prompt notice and reasonable assistance from the hiring of individuals relating to activities provided under indemnified party (at the Agreement. All individuals hired are employees indemnified party's expense) of the SUBRECIPIENT and matter in question. Each party agrees that it shall not settle any indemnified mater with any third party without the consent of the COUNTYother party. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Indemnification and Liability. To a. The Agent shall not be liable for any action taken in good faith reliance upon any authorized oral instructions, any written instructions, any certified copy of any resolution of the fullest extent permitted M a nagers of the Separate Account, or any other document reasonably believed by applicable lawthe Agent to be genuine and to have been executed or signed by the proper person or persons. The Separate A c c o unt will send written instructions to confirm oral instructions, SUBRECIPIENT and the Agent will compare the written instructions against the oral instructions previously furnished. The Agent w i l l inform the Separate Account promptly of any noted discrepancy. b. The Agent shall protectnot be held to have notice of any change or lack of authority of any officer, defendemployee, indemnify, save or agent of the Separate Account until receipt of written notification thereof by the Separate Account. c. The Separate Account shall indemnify the Agent and hold the COUNTYAgent harmless from and against all actions, the Board of County Commissioners, its agents, officialssuits, and employees harmless claims, whether groundless or otherwise, arising directly or indirectly out of or in connection with the Agent's performance under this Agreement and from and against any and all losses, damages, costs, charges, attorneys' and accountant's fees, payments, expenses, and liabilities incurred by the Agent in connection with any such action, suit, or claim unless caused by the Agent's breach of this Agreement, negligence, or willful misconduct. The Separate Account shall not be liable under this indemnification provision with respect to any claim made against the Agent unless the Agent shall have notified the Separate Account in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Agent (or after the Agent shall have received notice of such service on any designated agent), but failure to notify the Separate Account of any such claim shall not relieve the Separate Account from any liability which the Separate Account may have to the Agent against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Agent, the Separate Account shall be entitled to participate, at its own expense, in the defense of such action. The Separate Account also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Separate Account to such party of the Separate Account's election to assume the defense thereof, the Agent shall bear the fees and expenses of any additional counsel retained by the Agent, and the Agent will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. The Agent will promptly notify the Separate Account of the commencement of any litigation or proceedings against the Agent in connection with the Contracts or the operations of the Subaccounts. d. The Agent shall indemnify the Separate Account and hold the Separate Account harmless from all actions, suits, damages, claims, demands, fineslosses, loss and liabilities (including reasonable attorneys' and accountants' fees and expenses) incurred or destruction of property, liabilities, damages, for claims based on assessed against the Separate Account arising directly or indirectly from the Agent's negligence, willful misconduct, or omissions breach of this Agreement. The Agent shall not be liable under this indemnification provision with respect to any claim made against the Separate Account unless the Separate Account shall have notified the Agent in writing within a reasonable time after the summons or other first legal process giving information of the SUBRECIPIENT resulting nature of the claim shall have been served upon the Separate Account (or after the Separate Account shall have received notice of such service on any designated agent), but failure to notify the Agent of any such claim shall not relieve the Agent from any liability which it may have to the Separate Account against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Separate Account, the Agent shall be entitled to participate, at its own expense, in the defense of such action. The Agent also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the SUBRECIPIENT’S work as further described in this Agreement Agent to such party of the Agent's election to assume the defense thereof, the Separate Account shall bear the fees and its attachments, which may arise in favor expenses of any person or persons resulting from additional counsel retained by the SUBRECIPIENT’S performance or nonperformance of its obligations Separate Account, and the Agent will not be liable to such party under this Agreement except for any damages arising out legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of personal injury or property claims from third parties caused solely by investigation. The Separate Account will promptly notify the negligence, omission(s) or willful misconduct Agent of the COUNTYcommencement of any litigation or proceedings against the Separate Account in connection with the Contracts or the operations of the Subaccounts. e. The unit holders, its officialsManagers, commissionersofficers, employees or agentsemployees, subject to and agents of the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred Separate Account shall not be personally bound by or imposed upon liable hereunder, nor shall resort be had to such person's private property for the COUNTY satisfaction of any obligation or claim hereunder as provided for in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,Separate Account Rules.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT (a) The Consultant shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County CommissionersAuthority, its agentsofficers, officials, and employees employees, harmless from any and all claims, injuries, damages, losses or suits including attorney fees (“Claims”), to the extent arising out of or resulting from the gross negligence or willful misconduct of the Consultant in the performance of its obligations under this Agreement (as determined by a final, non-appealable judgment by a court of competent jurisdiction). The Consultant, its subsidiaries and subcontractors, and their respective personnel shall not be liable to the Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the Authority to the Consultant pursuant to this engagement, except to the extent resulting from the bad faith or intentional misconduct of the Consultant or its subcontractors. In no event shall the Consultant, its subsidiaries or subcontractors, or their respective personnel be liable to the Authority for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. The foregoing limitation of liability and disclaimer shall not apply to Claims for which a party is obligated to indemnify under this Agreement. (b) Each Party shall indemnify, defend and hold harmless the other from and against any and all claimsamounts payable under any judgment, demandsverdict, fines, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement but only to the extent set forth the foregoing arise out of the indemnitor’s negligence or intentional misconduct in Section 768.28,the performance of this Agreement. The Consultant shall indemnify, defend and hold harmless the Authority from all Claims arising from claims brought by any subcontractor of the Consultant hereunder against the Authority for payment or for other damages arising under the applicable subcontract agreement between the Consultant and such subcontractor except for those claims caused by the Authority. (c) The Authority agrees that any indemnity provided hereunder shall be strictly excess of any available and collected insurance, including, but not limited to, the Consultant’s lawyers’ professional liability insurance.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT 15.1. GVC shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless ANESIVA from and against any all losses, liabilities and all claims, demands, fines, loss or destruction of property, liabilities, damages, expenses (including reasonable attorneys’ fees) for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from damage to a third parties caused solely by the negligence, omission(s) or willful misconduct Party arising out of the COUNTYuse of the Product marketed by GVC, its officialsaffiliates insofar as any such claim for loss, commissionersliability and expense is based upon negligence of GVC, employees its affiliates in the handling and marketing of such Product. ANESIVA shall give GVC prompt written notice of any such claim. GVC shall be entitled to assume complete control of the defense of such claim. ANESIVA shall render such assistance to GVC as may be reasonably requested by GVC and GVC shall reimburse ANESIVA for its reasonable out-of-pocket expenses incurred in rendering such assistance. 15.2. ANESIVA shall defend, indemnify and hold harmless GVC from and against all losses, liabilities and expenses (including reasonable attorneys’ fees) for (i) personal injury or agentsdamage arising out of the use of the Product, subject provided the claim for such loss, liability and expense is based upon product liability or negligence of ANESIVA, its affiliates, subsidiaries or licensees in the Specifications, the Methods and Technical Know-How, Improvements, manufacture or marketing of such Product or (ii) any suit or proceeding brought against GVC insofar as such suit or proceeding is based on a claim that the Methods and Technical Know-How and Improvements to any Product (save to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, extent that the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liabilityProduct concerned, or any part thereof, has been developed as a result of additional technology methods or compositions of GVC) constitutes an infringement of any patent, copyright, trade secret or other casualtyintellectual property right of any person other than ANESIVA or GVC. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection For greater certainty, in no event shall ANESIVA have any liability (whether direct or indirect, in contract or tort or otherwise) to appear and defend GVC or any such action, other person asserting claims on behalf of or in right of GVC hereunder which have resulted primarily from the COUNTY, at the expense negligence or wilful misconduct of GVC or its representatives. GVC shall give ANESIVA prompt written notice of any such claim. ANESIVA shall be entitled to assume complete control of the SUBRECIPIENTdefense of such claim. The SUBRECIPIENT further agrees GVC shall render such assistance to pay all ANESIVA as may be reasonably requested by ANESIVA and ANESIVA shall reimburse GVC for its reasonable out-of-pocket expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,rendering such assistance.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT a. CARRIER shall protect, defend, indemnify, save indemnify and hold harmless: i. BROKER for any cargo loss or damage, or for delay in the COUNTYdelivery of a shipper’s freight, the Board of County Commissioners, or for any actual or consequential damages resulting therefrom. ii. BROKER and its agents, officials, and employees harmless customers from and against any and all claims, demands, fines, loss actions or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal CARRIER’s performance under this Agreement, including, without limitation, cargo loss and damage, theft, delay, property damage, bodily injury or property claims death. iii. BROKER, its employees, officers, directors, agents, principals and assigns from third parties caused solely by any liability, settlements, judgments, verdicts, attorney fees or expense of any nature whatsoever arising out of any claims, demands or suits against BROKER which in any way relate to a claim of BROKER’s liability or culpability for the negligenceactions of CARRIER, omission(s) including, without limitation, negligent or willful misconduct improper hiring or retention of the COUNTYCARRIER, its officials, commissioners, employees (statutory or otherwise) agents, subject principals, officers, directors, assigns or anyone acting by or for CARRIER, for any aspect of the transportation of freight, public liability, personal injury, bodily injury, emotional or mental distress, wrongful death, loss of consortium, cargo liability or any claim or cause of action recognized by any state, municipality, county or jurisdiction, administrative agency, or the United States government. b. Notwithstanding anything to the limitations as set out in Florida general lawcontrary herein, Section 768.28, Florida StatutesCARRIER acknowledges and agrees that BROKER shall not be liable to CARRIER or any shipper for any act or omission of the CARRIER or any of CARRIER’s “employees” which transport a shipper’s freight, as amended from time the term “employee” is defined under 49 C.F.R. § 390.5 or for any of CARRIER’s agents, principals, assigns or subcontractors. c. The obligation to time. Furtherdefend as required herein shall include all fees, the SUBRECIPIENT hereby costs and expenses of defense as they accrue. d. CARRIER agrees to indemnify the COUNTY for all reasonable expenses have insurance to cover its obligations and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided liability under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement Agreement, but CARRIER’s indemnification obligations are not capped by the amount of any available insurance. e. In addition to CARRIER’s indemnification obligations under the extent set forth terms of this Agreement, CARRIER hereby assumes the liability of a “carrier” or “motor carrier” as provided in Section 768.28,49 U.S.C. § 14706, as amended (the “▇▇▇▇▇▇▇ Amendment”). f. All claims for loss, damage and/or salvage will be handled and processed in accordance with 49 C.F.R. part 370.

Indemnification and Liability. To Cap‌ 5.2.1 Liability Indemnification to be Provided to the fullest extent permitted by applicable law, SUBRECIPIENT District Company shall protect, defend, indemnify, save defend at Company’s expense with counsel reasonably acceptable to the District, and hold harmless the COUNTYDistrict and its officials, the Board of County Commissionerscommissioners, its officers, employees, agents, officials, and employees harmless volunteers (“District Indemnitees”) from and against any and all losses, liability, claims, demandsinjuries, finessuits, loss or destruction of property, liabilitiesactions, damages, for claims based on the negligencepenalties, misconductand costs (including, or omissions without limitation, reasonable attorneys’ and expert witness fees incurred in connection with defending against any of the SUBRECIPIENT resulting from foregoing or in enforcing this indemnity) of every nature (“Losses”) caused by: Company’s (including Company’s officers, employees, agents, and/or contractors) (a) material breach of this Agreement, (b) negligence or (c) willful misconduct. Company shall have no obligation to indemnify any District Indemnitee to the SUBRECIPIENT’S work extent such District Indemnitee’s purported Losses arise out of the District’s or District Indemnitees’ material breach of this Agreement, active negligence or willful misconduct. It is understood that the duty of Company to indemnify and hold harmless includes the duty to defend as further described set forth in this Agreement Section 2778 of the California Civil Code. Acceptance by District of insurance certificates and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations endorsements required under this Agreement except does not relieve Company from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages arising out Losses or claims for Losses whether or not such insurance policies shall have been determined to apply. By execution of personal injury or property claims from third parties caused solely by the negligencethis Agreement, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject Company acknowledges and agrees to the limitations as set out in Florida general law, provisions of this Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible a material element of consideration, and that Company’s duty to indemnify and defend shall survive the expiration or earlier termination of this Agreement. As set forth in Section 5.2.1, the Company shall defend and indemnify the District for any and all claims arising from related to any worker’s compensation type injury, however pleaded against the hiring District, brought by Company employees or others (excepting District employees) related to the Company’s performance of individuals relating to activities provided under the this Agreement. All individuals hired are employees The Company is responsible for safety related to its operation of the SUBRECIPIENT Facility and not other responsibilities under this Agreement. The Company shall prepare and provide an annual safety plan to the District for the District’s review. Except for any capital expenses and / or Facility Modifications and / or additions identified by the District review, the Company will be responsible for all operational costs and expenses for all corrective actions to achieve a satisfactory review and audit. The District shall remain responsible for all Capital Expenditures as a required result of a safety audit. A District Indemnitee shall promptly notify the Company of the COUNTY. The SUBRECIPIENT further agrees assertion of any claim against it for which it is entitled to assume sole responsibilitybe indemnified hereunder, training shall give the Company the opportunity to defend such claim, and oversight shall not settle the claim without the approval of the parties it deals with or employs Company. These indemnification provisions are for the protection of the District Indemnitees only and shall not establish, of themselves, any liability to carry out third parties. Notwithstanding anything to the terms of contrary in this Agreement Section 5.2.1, the District shall reimburse Company for all reasonable costs incurred to defend any District Indemnitee, including reasonable attorneys’ and experts’ fees, to the extent set forth in Section 768.28,of such District Indemnitee’s responsibility for the action due to such District Indemnitee’s material breach of this Agreement, active negligence, or willful misconduct, as determined by an arbitrator or a court of competent jurisdiction.

Indemnification and Liability. To (1) Neither the fullest extent permitted Master Servicer nor any of its directors, officers, employees or agents will be under any liability to the Issuer or the holders of Notes for taking any action or for refraining from taking any action pursuant to this Agreement, or for errors in judgment; provided, however, that neither the Master Servicer nor any person will be protected against any liability that would otherwise be imposed by applicable lawreason of willful misfeasance, SUBRECIPIENT bad faith or negligence in the performance of the Master Servicer’s duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. (2) The Master Servicer is under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities under this Agreement and that, in its opinion, may cause it to incur any expense or liability. The Master Servicer may undertake any reasonable action that it deems necessary or desirable in respect of this Agreement and the interests of the holders of Notes. (3) If the Master Servicer is required to appear in, or is made a defendant in any legal action or proceeding commenced by any party other than the Issuer with respect to any matter arising hereunder, the Issuer shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees Master Servicer harmless from and against any and all claimsloss, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconductliability, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement expense (including reasonable attorney’s fees) except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damageliability or expense arising out of or relating to the Master Servicer’s willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder. (4) If a Financed Student Loan is denied the Guarantee by the Guaranty Agency or the loss of federal interest, injuryspecial allowance, liabilityand/or insurance benefits due to a breach of the representations, warranties and covenants of the Master Servicer under this Agreement, the Master Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other casualtyservicing violation. The SUBRECIPIENT additionally agrees If any lost Guarantee is not reinstated with twelve (12) months of the date the Master Servicer learns of the loss of the Guarantee on a Financed Student Loan, the Master Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan, including the purchase or substitution of such Financed Student Loan, while maintaining the eligibility for future reinstatement of the Guarantee; provided, however, the Master Servicer may delay taking such actions by giving written notice to the Issuer not less often than each ninety (90) days that the COUNTY may employ an attorney Master Servicer has reason to believe that the Guarantee will be reinstated within the time frames permitted by regulations. If the Master Servicer gives notice of such delay, the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further Master Servicer agrees to pay all reasonable expenses and attorney's fees incurred by any accrued interest on the COUNTY in establishing the right to indemnityFinanced Student Loans that may be uninsured. The SUBRECIPIENT further agrees purchase or substitution and reimbursement obligations of the Master Servicer will constitute the sole remedy available to the Issuer for any uncured breach. The Master Servicer’s purchase or substitution and reimbursement obligations are contractual obligations that it is the Issuer may enforce, but the breach of these obligations will not constitute an event of default under the Indenture. (5) The Master Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Master Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Master Servicer be responsible for any and all claims losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the hiring of individuals relating Master Servicer has made best efforts to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals comply with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,retroactive additional requirements.

Indemnification and Liability. To (a) In consideration of the fullest extent permitted by applicable lawappointment of Depositary, SUBRECIPIENT shall protect, defend, indemnify, save (i) Borrower agrees fully to indemnify and hold the COUNTYDepositary and its directors, officers, employees and agents (collectively, the Board of County Commissioners, its agents, officials, and employees “Indemnified Persons”) harmless from and against any and all claims, demands, fines, loss or destruction of propertylosses, liabilities, damages, costs or expenses (including reasonable legal fees and expenses) incurred by the Indemnified Persons by reason of or resulting from this Agreement or any action (or inaction as the case may be) taken in connection therewith (including Depositary having accepted such appointment or by reason of its carrying out of any of the terms of this Agreement), and agrees to reimburse the Indemnified Persons for claims based on all of their expenses, including reasonable fees and expenses of counsel and court costs, incurred by reason of any position or action taken (or omitted) by the negligenceIndemnified Persons pursuant to this Agreement or in connection with any action brought to interpret or enforce the provisions of this Agreement or any part thereof, except to the extent that any such claim, loss, liability, damage, cost or expense results from an Indemnified Person’s own gross negligence or willful misconduct, and (ii) in the event that Borrower fails to indemnify Depositary pursuant to clause (i) of this Section 4.6.7, the Administrative Agent agrees to promptly reimburse Depositary for the amount of any overdraft in any Account arising as a result of Depositary’s reversal of provisional credit for any Item or omissions for Depositary’s adjustment or correction of any posting or encoding error. Notwithstanding the Administrative Agent’s obligation to reimburse Depository pursuant to the immediately preceding sentence, Depositary will immediately after any such reimbursement by Administrative Agent (a) request such reimbursement from Borrower, (b) use commercially reasonable efforts to collect any such reimbursement from Borrower (provided if there is a Bankruptcy Event existing with respect to Borrower, then no such efforts to collect are required) and (c) transfer any such reimbursement collected from Borrower, if any, to the Administrative Agent to an account specified by the Administrative Agent. The reimbursement obligation of the SUBRECIPIENT resulting from Administrative Agent created under this Section 4.6.7 shall be limited to the SUBRECIPIENT’S work as further described in amount of funds transferred by Depositary pursuant to this Agreement to the Administrative Agent, a Secured Party or to any third party. The above indemnification provision shall survive any termination of this Agreement including any termination under any bankruptcy or similar law or the earlier resignation or removal of Depositary or the resignation or removal of Depositary. (b) The parties hereto hereby agree that no Indemnified Person shall be liable to such parties for any actions taken by any Indemnified Person pursuant to and its attachments, which may arise in favor compliance with the terms hereof except in respect of any person liability or persons resulting expenses incurred by the parties hereto arising from such Indemnified Person’s gross negligence or willful misconduct. Each of the SUBRECIPIENT’S performance parties to this Agreement (for itself and any Person claiming through it) hereby releases, waives, discharges, exculpates and covenants not to ▇▇▇ any Indemnified Person for any action taken or nonperformance of its obligations omitted under this Agreement except any damages arising out of personal injury or property claims from third parties to the extent caused solely by the negligence, omission(s) such Indemnified Person’s gross negligence or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out misconduct. Notwithstanding anything in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth contrary, in no event shall Depositary be liable to Borrower or to any Secured Party for special, indirect or consequential loss or damage of any kind whatsoever (including lost profits) arising out of this Agreement and the transactions contemplated hereby, even if Depositary has been advised of the likelihood of such loss or damage and regardless of the form ofaction. (c) Except for actions expressly required hereunder for which indemnification is provided pursuant to Section 4.6.7(a), including, without limitation, complying with entitlement orders and instructions originated by the Collateral Agent, each Indemnified Person shall be fully justified in refusing to take or continuing to take any action hereunder unless a confirmation was given satisfactory to Depositary that the indemnities theretofore provided in Section 768.28,4.6.7(a) remain in effect or that a new indemnity substantially similar to such indemnities has been provided. Any Indemnified Person may consult with legal counsel of its own selection in the event of any dispute or question as to the construction of this Agreement or the Indemnified Person’s duties hereunder, and the Indemnified Person shall incur no liability and shall be fully protected in acting in accordance with the advice, written opinion and instructions of such counsel.

Indemnification and Liability. To (a) In consideration of the fullest extent permitted by applicable lawappointment of Depositary, SUBRECIPIENT shall protect, defend, indemnify, save (i) Borrower agrees fully to indemnify and hold the COUNTYDepositary and its directors, officers, employees and agents (collectively, the Board of County Commissioners, its agents, officials, and employees “Indemnified Persons”) harmless from and against any and all claims, demands, fines, loss or destruction of propertylosses, liabilities, damages, costs or expenses (including reasonable legal fees and expenses) incurred by the Indemnified Persons by reason of or resulting from this Agreement or any action (or inaction as the case may be) taken in connection therewith (including Depositary having accepted such appointment or by reason of its carrying out of any of the terms of this Agreement), and agrees to reimburse the Indemnified Persons for claims based on all of their expenses, including reasonable fees and expenses of counsel and court costs, incurred by reason of any position or action taken (or omitted) by the negligenceIndemnified Persons pursuant to this Agreement or in connection with any action brought to interpret or enforce the provisions of this Agreement or any part thereof, except to the extent that any such claim, loss, liability, damage, cost or expense results from an Indemnified Person’s own gross negligence or willful misconduct, and (ii) in the event that Borrower fails to indemnify Depositary pursuant to clause (i) of this Section 4.6.7, the Administrative Agent agrees to promptly reimburse Depositary for the amount of any overdraft in any Account arising as a result of Depositary’s reversal of provisional credit for any Item or omissions for Depositary’s adjustment or correction of any posting or encoding error. Notwithstanding the Administrative Agent’s obligation to reimburse Depository pursuant to the immediately preceding sentence, Depositary will immediately after any such reimbursement by Administrative Agent (a) request such reimbursement from Borrower, (b) use commercially reasonable efforts to collect any such reimbursement from Borrower (provided if there is a Bankruptcy Event existing with respect to Borrower, then no such efforts to collect are required) and (c) transfer any such reimbursement collected from Borrower, if any, to the Administrative Agent to an account specified by the Administrative Agent. The reimbursement obligation of the SUBRECIPIENT resulting from Administrative Agent created under this Section 4.6.7 shall be limited to the SUBRECIPIENT’S work as further described in amount of funds transferred by Depositary pursuant to this Agreement to the Administrative Agent, a Secured Party or to any third party. The above indemnification provision shall survive any termination of this Agreement including any termination under any bankruptcy or similar law or the earlier resignation or removal of Depositary or the resignation or removal of Depositary. (b) The parties hereto hereby agree that no Indemnified Person shall be liable to such parties for any actions taken by any Indemnified Person pursuant to and its attachments, which may arise in favor compliance with the terms hereof except in respect of any person liability or persons resulting expenses incurred by the parties hereto arising from such Indemnified Person’s gross negligence or willful misconduct. Each of the SUBRECIPIENT’S performance parties to this Agreement (for itself and any Person claiming through it) hereby releases, waives, discharges, exculpates and covenants not to ▇▇▇ any Indemnified Person for any action taken or nonperformance of its obligations omitted under this Agreement except any damages arising out of personal injury or property claims from third parties to the extent caused solely by the negligence, omission(s) such Indemnified Person’s gross negligence or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out misconduct. Notwithstanding anything in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth contrary, in no event shall Depositary be liable to Borrower or to any Secured Party for special, indirect or consequential loss or damage of any kind whatsoever (including lost profits) arising out of this Agreement and the transactions contemplated hereby, even if Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) Except for actions expressly required hereunder for which indemnification is provided pursuant to Section 4.6.7(a), including, without limitation, complying with entitlement orders and instructions originated by the Collateral Agent, each Indemnified Person shall be fully justified in refusing to take or continuing to take any action hereunder unless a confirmation was given satisfactory to Depositary that the indemnities theretofore provided in Section 768.28,4.6.7(a) remain in effect or that a new indemnity substantially similar to such indemnities has been provided. Any Indemnified Person may consult with legal counsel of its own selection in the event of any dispute or question as to the construction of this Agreement or the Indemnified Person’s duties hereunder, and the Indemnified Person shall incur no liability and shall be fully protected in acting in accordance with the advice, written opinion and instructions of such counsel.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. Docusign Envelope ID: 78C02DD2-B828-4731-A9D1-AD33CA3756BB The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

Indemnification and Liability. To (a) During the fullest extent permitted by applicable lawterm of this Sublease, SUBRECIPIENT the Sublessee shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees Sublessor harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from or injury to person or damaged property to the hiring extent caused by any accident or happening on the Leased Premises which arises during the term of individuals relating this Sublease, except to activities provided under the Agreement. All individuals hired are employees extent caused by default or negligence of the SUBRECIPIENT Sublessor, or its agents, servants or employees. (b) Except as specifically provided herein, Sublessor shall indemnify and hold the Sublessee harmless from any claims, losses, injuries or damages with respect to the Leased Premises, the condition thereof or Sublessee’s property situated therein to the extent caused by Sublessor’s gross negligence or willful misconduct. Sublessor shall not of be liable for the COUNTY. The SUBRECIPIENT further agrees failure by Landlord to assume sole responsibilitykeep and perform, training and oversight of the parties it deals with or employs according to carry out the terms of the Lease, Landlord’s duties, covenants, agreements, obligations, restrictions, conditions and provisions, nor for any delay or interruption in Landlord’s keeping and performing the same. Sublessor hereby assigns to Sublessee, for so long as this Agreement Sublease shall be in force and effect, any and all rights of Sublessor under the Lease with respect to the extent set forth Leased Premises and causes of action which Sublessor may have against Landlord with respect to the Leased Premises due to default by the Landlord under the Lease. At Sublessee’s request, Sublessor will cooperate with and join Sublessee in Section 768.28,any claims or suits brought by Sublessee against Landlord under the Lease, provided that such participation shall be without cost or expense to the Sublessor. (c) The Sublessor shall indemnify and hold the Sublessee harmless from any and all claims or injury to person or damaged property by reason of any accident or happening on the Leased Premises which arose and/or are directly connected with the Sublessor’s occupancy of the Leased Premises prior to the Effective Date.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, Contractor agrees to indemnify, save defend with counsel approved in writing by County, which approval shall not be unreasonably withheld, and hold the COUNTYCounty, the its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County CommissionersIndemnitees”), its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss demands or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor liability of any person kind or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of nature, including but not limited to personal injury or property claims damage, arising from third parties caused solely or related to the services, products or other performance provided by Contractor pursuant to this Contract arising from a willful or negligent act, error or omission of Contractor, its employees, agents, or contractors. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the negligencecourt. Neither Party shall request a jury apportionment. Notwithstanding the foregoing, omission(s) excluding third party claims for patent, copyright or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Furthertrade secret infringement, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith total liability of Contractor for any loss, damage, injury, liability, claim or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims damage arising from or otherwise related to this Contract, whether in contract, tort, by way of indemnification or under statute, shall be limited to direct damages which shall not exceed (i) one and one-half (1.5) times the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent Contract Price set forth in Section 768.28,Attachment B not including years 1-5 of annual maintenance and support and subscription fees; or (ii) for claims arising under annual software support, the software support fee paid during the twelve (12) month support term in which the claim arises; or (iii) in the case of bodily injury, personal injury or property damage for which defense and indemnity coverage is provided by Contractor’s insurance carrier, the coverage limits of such insurance. IN NO EVENT SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR OTHERWISE RELATED TO THIS CONTRACT, REGARDLESS OF WHETHER A PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Indemnification and Liability. To Subject to the fullest extent permitted by applicable lawterms hereof, SUBRECIPIENT shall protectand provided that you have not breached the terms of this or any other agreement with Shutterstock, Shutterstock will defend, indemnify, save and hold you harmless up to the COUNTYapplicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to Shutterstock’s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Shutterstock, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the Board use of County CommissionersContent at issue, its agentsthe name and contact information of the person and/or entity making the claim, officialscopies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Shutterstock at legal- notices@shutterstock.com, with a hard copy to Shutterstock, 350 5th Avenue, 21st Floor, New York, New York, 10118, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Shutterstock shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Shutterstock in the defense of any such claim and employees harmless from and against shall have the right to participate in any and all claims, demands, fines, loss litigation at your own expense. You agree that Shutterstock is not liable for any legal fees and/or other costs incurred by you or destruction of property, liabilities, on your behalf prior to Shutterstock having a reasonable opportunity to analyze such claim’s validity. Shutterstock shall not be liable for any damages, for claims based on costs or losses arising as a result of modifications made to the negligence, misconduct, Content or omissions due to the context in which you use the Content. Limits of Liability: Shutterstock’s total maximum aggregate obligation and liability (the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor "Limit of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages Liability") arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct each of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,Customer’s:

Indemnification and Liability. To It is expressly understood and agreed by accepting these terms, the fullest extent permitted by applicable lawExhibitor agrees to make no claim of any kind against Show Management, SUBRECIPIENT shall protector any of its members or its employees for any loss, damage to or destruction of goods, or for any injury that may occur to himself/herself or his/her employees while in the convention center, or for any damage of any nature or character whatsoever. The Exhibitor agrees to defend, indemnify, save and hold the COUNTYharmless Show Management and Facility, and their parent and subsidiary companies, shareholders, officers, employees, agents and contractors (collectively, the Board of County Commissioners“Indemnified Parties”), its agents, officials, and employees harmless from and against any claim, loss, liability, or damage suffered due to (i) Exhibitor’s or any of Exhibitors’ Appointed Contractor’s construction or maintenance of an unsafe Exhibit related to the Event, and/or (ii) the negligence or misconduct of the Exhibitor or its agents or the Exhibitor’s breach of any commitment made hereunder. The Exhibitor must maintain proper insurance coverage for its property and all claimsliability as written in the Exhibitor Insurance section of this agreement. Under no circumstances will Show Management be liable for any lost profits or any incidental, demandsspecial, finesindirect, punitive, or consequential damages of Exhibitor. Show Management will not be liable for any Exhibitor property or damages of such caused by theft, damage by fire, water, accident, or other causes. The Facility is not liable to the Exhibitor for any damages to or for the loss or destruction of property, liabilities, damages, for claims based on any exhibit or the negligence, misconduct, or omissions property of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachmentsExhibitor by fire or other casualty, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties whether caused solely by the negligence, omission(s) or willful misconduct negligence of the COUNTYconvention center, its officialsofficers, commissionersagents, servants, employees or agentsotherwise, subject to the limitations as set out in Florida general lawall claims for any such loss or damage being expressly waived by Exhibitor, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby who agrees to indemnify and hold the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any convention center harmless from such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,claims.

Indemnification and Liability. To A. Neither Litigation Counsel nor the fullest extent permitted CRF shall be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility or sabotage; act of God; electrical, internet, or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. If such event continues for more than 90 days, either party may terminate all or any agreed upon portion of the Services immediately upon written notice. This Section does not excuse any parties’ obligation to take reasonable steps to follow its normal disaster recovery procedures, or the CRF’s obligation to pay for Services provided by Litigation Counsel which have been approved by the CRF. B. Subject to the applicable lawNew York State laws and standards with respect to attorney malpractice, SUBRECIPIENT Litigation Counsel shall protectbe fully liable for any act or omission of Litigation Counsel, defendits staff and its subcontractors, and shall fully indemnify, save defend and hold harmless the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTYCRF, its officials, commissionersagents and employees, employees without limitation, from suits, actions, damages and costs of every name and description (including reasonable attorney’s fees and expenses) arising from personal injury (including wrongful death) and/or damage to real or agentstangible personal property (including electronic systems, subject to the limitations as set out in Florida general lawsoftware, Section 768.28and databases) or intellectual property caused by any intentional act or negligence of Litigation Counsel, Florida Statutesits staff or its subcontractors; provided, as amended from time to time. Furtherhowever, the SUBRECIPIENT hereby agrees that Litigation Counsel shall not be obligated to indemnify the COUNTY CRF for all reasonable expenses and attorney's fees incurred by that portion of any claim, loss or imposed upon damage arising hereunder due to the COUNTY in connection therewith for negligent act or failure to act of the CRF. 1. prompt written notice of any lossaction, damageclaim, injurysuit, liabilityproceeding, or other casualtythreat of such action for which Litigation Counsel is required to indemnify the CRF; 2. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection opportunity to appear and take over, settle, or defend any such action, on behalf claim, suit, or proceeding at Litigation Counsel’s sole expense; and 3. reasonable assistance in the defense of the COUNTYany such action, claim, suit or proceeding at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees Litigation Counsel. C. For all other claims, liabilities, and expenses arising under or related to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent where liability is not otherwise set forth in Section 768.28,this Agreement as being without limitation, and regardless of the basis on which the claim is made, Litigation Counsel shall be fully liable for any act or omission of Litigation Counsel, its staff or its subcontractors. Such liability by Litigation Counsel for direct damages under this Agreement shall not exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to Litigation Counsel. Litigation Counsel shall not be responsible for loss of records or data unless Litigation Counsel is required to back-up the records or data. D. Notwithstanding the above, neither party shall be liable for any consequential, indirect, or special damages of any kind which may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by the CRF, Litigation Counsel, or by others. E. The CRF may, in addition to other legal remedies available to it, retain from amounts otherwise due Litigation Counsel such monies as may be necessary to satisfy any claim for damages the CRF may have against Litigation Counsel.

Indemnification and Liability. To a. If the fullest extent permitted Servicing Administrator is required to appear in, or is made a defendant in any legal action or proceeding commenced by applicable lawany party other than the Issuer with respect to any matter arising hereunder, SUBRECIPIENT the Issuer shall protect, defend, indemnify, save indemnify and hold the COUNTYServicing Administrator harmless from all loss, the Board of County Commissionersliability, its agentsor expense (including reasonable attorney's fees, officialsbut excluding all incidental, special, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, consequential damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement ) except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damageliability or expense arising out of or relating to the Servicing Administrator's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Custodian Agreements. Subject to the limitations set forth in paragraph 14(b) hereof, injurythe Servicing Administrator shall indemnify and hold the Issuer and the Delaware Trustee harmless from all loss, liabilityliability and expense (including reasonable attorney's fees) arising out of or relating to the Servicing Administrator's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the Custodian Agreements, provided that in the case of the Issuer in no event shall the Servicing Administrator be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Servicing Administration Agreement. b. If a Financed Student Loan is denied the guarantee by the guaranty agency or the loss of federal interest, special allowance, and/or insurance benefits, the Servicing Administrator shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other casualtyservicing violation. The SUBRECIPIENT additionally agrees If any lost guarantee is not reinstated within nine months of the date the Servicing Administrator learns of the loss of the guarantee on a Financed Student Loan, the Servicing Administrator shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Servicing Administrator may delay taking such actions by giving written notice to the Issuer not less often than each 90 days that the COUNTY may employ an attorney Servicing Administrator has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Servicing Administrator gives notice of such delay, the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further Servicing Administrator agrees to pay all reasonable expenses any accrued interest on the account that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and attorney's fees incurred benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the COUNTY in establishing Issuer pursuant to actions taken by the right Servicing Administrator to indemnity. The SUBRECIPIENT further agrees that it is responsible for any make the Issuer whole and all claims arising from if the hiring of individuals relating sale was to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement an eligible lender to the extent set forth the Issuer has, or can make available, funds therefor. c. The Servicing Administrator shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicing Administrator assumed responsibility for servicing the Financed Student Loan, nor shall the Servicing Administrator be responsible for losses, damages or expenses arising from any change in Section 768.28,law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Servicing Administrator has made best efforts to comply with retroactive additional requirements.

Indemnification and Liability. To TENANT will defend and, except to the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) negligence or willful misconduct of the COUNTYLANDLORD, will indemnify LANDLORD and its officialsemployees, commissionersagents and management company, employees or agentsand save them harmless from any and all injury, subject to the limitations as set out in Florida general lawloss, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any lossclaim, damage, injuryliability and expense (including reasonable attorneys fees) in connection with the loss of life, liabilitypersonal injury or damage to property or business, arising from, related to, or in connection with the occupancy or use by TENANT of the leased premises or any part of LANDLORD'S property or the building, or occasioned wholly or in part by any act or omission of TENANT, its contracts, subcontractors, subtenants, licensees or concessionaires, or its or their respective agents, servants or employees while on or about the leased premises. TENANT shall also pay LANDLORD'S expenses, including reasonable attorney's fees, incurred by LANDLORD in successfully enforcing any obligation, covenant or agreement of this Lease or resulting from TENANT'S breach of any provisions of this Lease. The provisions of this paragraph shall survive the termination or earlier expiration of the term of this Lease. Without limitation of any other provision herein, neither the LANDLORD, its employees, agents nor management company shall be liable for, and TENANT hereby releases them from all claims for, any injuries to any person or damages to property or business sustained by TENANT or any person claiming through TENANT due to the building or any part thereof (including the premises), or any appurtenances thereof, being in need of repair or due to the happening of any accident in or about the building or the leased premises or due to any act or neglect of TENANT or of any employee or visitor of TENANT. Without limitation, this provision shall apply to injuries and damage caused by nature, rain, snow, ice, wind, frost, water, steam, gas or odors in any form or by the bursting or leaking of windows, doors, walls, ceilings, floors, pipes, gutters, or other casualty. The SUBRECIPIENT additionally agrees that fixtures; and to damage caused to fixtures, furniture, equipment and the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, like situated at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred leased premises, whether owned by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with TENANT or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,others.

Indemnification and Liability. To the fullest extent permitted by applicable law, SUBRECIPIENT (a) The Consultant shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County CommissionersAuthority, its agentsofficers, officials, and employees employees, harmless from any and all claims, injuries, damages, losses or suits including attorney fees ("Claims"), to the extent arising out of or resulting from the gross negligence or willful misconduct of the Consultant in the performance of its obligations under this Agreement (as dete1mined by a final, non-appealable judgment by a court of competent jurisdiction). The Consultant, its subsidiaries and subcontractors, and their respective personnel shall not be liable to the Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the Authority to the Consultant pursuant to this engagement, except to the extent resulting from the bad faith or intentional misconduct of the Consultant or its subcontractors. In no event shall the Consultant, its subsidiaries or subcontractors, or their respective personnel be liable to the Authority for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. The foregoing limitation of liability and disclaimer shall not apply to Claims for which a party is obligated to indemnify under this Agreement. (b) Each Party shall indemnify, defend and hold harmless the other from and against any and all claimsamounts payable under any judgment, demandsverdict, fines, comi order or settlement for death or bodily injury or the damage to or loss or destruction of propertyany real or tangible personal prope1iy, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement but only to the extent set forth the foregoing arise out of the indemnitor's negligence or intentional misconduct in Section 768.28,the performance of this Agreement. The Consultant shall indemnify, defend and hold harmless the Authority from all Claims arising from claims brought by any subcontractor of the Consultant hereunder against the Authority for payment or for other damages arising under the applicable subcontract agreement between the Consultant and such subcontractor except for those claims caused by the Authority. (c) The Authority agrees that any indemnity provided hereunder shall be strict!y excess of any available and collected insurance, including, but not limited to, the Consultant's lawyers' professional liability insurance.

Indemnification and Liability. To 8.1 The ASSOCIATE shall indemnify and keep indemnified SVG against any expenses, cost, claims, loss, damages or penalties incurred by SVG, howsoever occasioned, including any damage or loss caused to any third parties, arising out of any acts or omissions on the fullest extent permitted by applicable law, SUBRECIPIENT part of the ASSOCIATE and/or its staff- members. 8.2 The ASSOCIATE shall protect, defend, indemnify, save indemnify and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless keep indemnified SVG from and against payment of all fees, taxes and levies and other such liabilities whether past, present or future to the State and/or Central Government, Municipal Corporation or any and all claims, demands, fines, loss other Government body or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, authority or omissions person in respect of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in any activity/operation arising out of this Agreement and keep SVG indemnified against all costs, charges, expenses that SVG may incur on account of failure on the part of ASSOCIATE to discharge its attachmentsliabilities. 8.3 In case of international shipments on CHARGES COLLECT basis, which may arise the ASSOCIATE will keep SVG compensated/indemnified against non-payment of courier / freight charges payable by the consignee. The ASSOCIATE also undertakes to pay to SVG over and above the courier/ freight charges, customs duties and clearance charges and other taxes, if any, applicable according to the laws of the destination country. 8.4 ASSOCIATE also confirms that even in favor the event of any person or persons resulting ASSOCIATE not being able to collect the amounts due from the SUBRECIPIENT’S performance consignee within the agreed time for any reason whatsoever, the ASSOCIATE shall compensate and indemnify for the charges as per the international charges collect tariff plus an amount of 20% as service charges plus customs duties, clearance charges and taxes as has been paid by SVG or nonperformance its representative in respect of its obligations under this Agreement except the said consignment. 8.5 Neither party shall be liable for any damages arising out of personal injury special or property claims from third parties caused solely consequential loss suffered by the negligence, omission(sother party (including but not limited to loss of profit or loss of opportunity) or willful misconduct arising from any breach of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney party and/or negligence of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,other party.

Indemnification and Liability. To Tenant will defend and, except to the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) negligence or willful misconduct conduct of the COUNTYLandlord, will indemnify Landlord and its officialsemployees, commissionersagents and management company, employees or agentsand save them harmless from any and all injury, subject to the limitations as set out in Florida general lawloss, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any lossclaim, damage, injuryliability and expense (including reasonable attorney’s fees) in connection with the loss of life, liabilitypersonal injury or damage to property or business, arising from, related to or in connection with the occupancy or use by Tenant of the Leased Premises or any part of Landlord’s property or the building, or occasioned wholly or in part by any act or omission of Tenant, Tenant’s contractors, subcontractors, subtenants, licensees or concessionaires, or Tenant or Tenant’s respective agents, servants or employees while on or about the Leased Premises. Tenant shall also pay Landlord’s expenses, including reasonable attorney’s fees, incurred by Landlord in successfully enforcing any obligation, covenant or agreement of this Lease or resulting from Tenant’s breach of any provisions of this Lease (including without limitation any attorney’s fees incurred to monitor or intervene in any bankruptcy proceeding involving Tenant), or any document, settlement or other agreements related to this Lease. The provisions of this Article shall survive the termination or earlier expiration of the term of this Lease. Without limitation of any other provision herein, neither Landlord, its employees, agents or management company shall be liable for, and Tenant hereby releases them from all claims for, any injuries to any person or damages to property or business sustained by Tenant or any person claiming through Tenant due to the building or any part thereof (including the premises), or any appurtenances thereof, being in need of repair or due to the happening of any accident in or about the building or the Leased Premises or due to any act or negligence of Tenant or of any employee, business invitee or visitor of Tenant. Without limitation, this provision shall apply to injuries and damage caused by nature, rain, snow, ice, wind, frost, water, steam, gas or odors in any form or by the bursting or leaking of windows, doors, walls, ceilings, floors, pipes, gutters, or other casualty. The SUBRECIPIENT additionally agrees that fixtures, and to damage caused to fixtures, furniture, equipment and the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, like situated at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred Leased Premises, whether owned by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with Tenant or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,others.