Common use of Indemnification and Liability Clause in Contracts

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, defend and hold harmless OSC and the State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 partyparty or reasonably within its control; or government restrictions, or other force majeuremajeure event. 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, defend and hold harmless OSC and the State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor or its StaffContractor, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor:OSC 1. prompt written notice of any action, claim, suit, proceeding, or threat of such actionaction relating to this Agreement; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the The Contractor, OSC, nor the NYSLRS, and New York State shall will not be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility 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 Agreement immediately upon written notice. This section Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s NYSLRS’ obligation to pay for Services provided by the Contractor which have been approved by OSCNYSLRS. B. The Contractor shall be is fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, defend and hold harmless OSC OSC, NYSLRS, and the New York State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC NYSLRS for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSCNYSLRS. For third party claims, OSC NYSLRS shall give the Contractor: 1. prompt Prompt written notice of any action, claim, suit, proceeding, proceeding or threat of such action; 2. the The opportunity to take over, settle, settle or defend any such action, claim, suit, suit or proceeding at Contractor’s sole expense; and 3. reasonable Reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. The State may join such action, claim, suit or proceeding at its sole expense, if it determines there is an issue involving a significant public interest. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or data. D. Notwithstanding the above, neither Neither party shall will be liable for any consequential, indirect, or special damages of any kind that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSCNYSLRS, the Contractor, or by others. E. OSC D. NYSLRS may, in addition to other legal remedies available to it, retain from amounts otherwise due to the Contractor such monies as may be necessary to satisfy any claim for damages OSC NYSLRS may have against the Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor:including 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due to the Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against the Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement Services immediately upon written notice. This section Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor Contractor, its staff and its Staff subcontractors and shall fully indemnify, defend, defend and hold harmless OSC and the State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); ) and/or damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary ) or intellectual property rightcaused by any intentional act or negligence of the Contractor, its staff or its subcontractors; provided however provided, however, that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission the acts and omissions of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including relating to bodily or personal injury (including wrongful death); ) and damage to real or tangible personal property (including electronic systems, software and databases)) caused by any intentional, reckless, or negligent act or omission of Contactor or its Staff; damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at the Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of the Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due to the Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against the Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State (a) The Consultant 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, indemnify and hold harmless OSC and the StateCOR3/P3 Authority, their its officers, officials, agents, and employees, without limitationharmless from any and all claims, from suits, actionsinjuries, damages, and costs losses or suits including attorney fees, to the extent arising out of every name and description (including reasonable attorneys’ fees and expenses) arising or resulting from any act the gross negligence or omission willful misconduct of the Contractor 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 COR3/P3 Authority for any Claims relating to this engagement for an aggregate amount in excess of the fees paid by the COR3/P3 Authority to Consultant pursuant to this engagement, except to the extent resulting from the bad faith or intentional misconduct of the Consultant or its Staffsubcontractors. In no event shall the Consultant, including its subsidiaries or subcontractors, or their respective personnel be liable to the COR3/P3 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 paiiy is obligated to indemnify under this Agreement. (b) Each Paiiy shall indemnify, defend and hold harmless the other from and against any and all amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or personal injury (including wrongful death); the damage to or loss or destruction of any real or tangible personal property (including electronic systemsproperty, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due but only to the negligent act extent the foregoing arise out of the indemnitor's negligence or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance intentional misconduct in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount performance of this Agreement. Consultant shall indemnify, defend and hold harmless the COR3/P3 Authority from all Claims arising from claims brought by any subcontractor of the Consultant hereunder against the Authority for payment or two times for other damages arising under the charges paid to applicable subcontract agreement between the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or dataConsultant and such subcontractor. D. Notwithstanding the above, neither party (c) The COR3/P3 Authority agrees that any indemnity provided hereunder shall be liable for any consequential, indirect, or special damages strictly excess of any kind that may result directly or indirectly from such performanceavailable and collected insurance, including, without limitation, damages resulting from loss of use or loss of profit by OSCbut not limited to, the Contractor, or by othersConsultant's lawyers' professional liability insurance. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State shall will be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility 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 Agreement immediately upon written notice. This section Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall will be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall will not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall will be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall will not be responsible for loss of records or data unless the Contractor is required to back-up the records or data. D. Notwithstanding the above, neither party shall will be liable for any consequential, indirect, or special damages of any kind that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.upon B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the ContractorThe Physician, OSC, nor the and New York State shall will not be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility 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 Agreement immediately upon written notice. This section Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s NYSLRS’ obligation to pay for Services provided by the Contractor Physician which have been approved by OSCNYSLRS. B. The Contractor shall be fully Physician is liable for any act or omission of the Contractor Physician and its Staff and shall fully indemnify, defend, defend and hold harmless OSC OSC, NYSLRS and the New York State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor Physician or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor Physician shall not be obligated to indemnify OSC NYSLRS for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSCNYSLRS. For third party claims, OSC NYSLRS shall give the ContractorPhysician: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the ContractorCounsel, OSC, nor the State 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 Agreement immediately upon written notice. This section paragraph does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor Counsel which have been approved by OSC. B. The Contractor Subject to the applicable State laws and standards with respect to attorney malpractice, Counsel shall be fully liable for any act or omission of the Contractor Counsel and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor Counsel or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor Counsel shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor:. 1. prompt written notice of any action, claim, suit, proceeding, or threat of such actionaction for which Counsel is required to indemnify OSC; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at ContractorCounsel’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of ContractorCounsel. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor Counsel shall be liable for any act or omission of the Contractor Counsel and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or data.charges D. Notwithstanding the above, neither party shall be liable for any consequential, indirect, or special damages of any kind that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the ContractorCounsel, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor Counsel such monies as may be necessary to satisfy any claim for damages OSC may have against ContractorCounsel.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 majeuremajeure event. The parties 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; andproceeding 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of the Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or data. D. B. Notwithstanding the above, neither party shall be liable for any consequential, indirect, or special damages of any kind that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. C. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due to the Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State shall will be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall will not be responsible for loss of records or data unless the Contractor is required to back-up the records or data. D. Notwithstanding the above, neither party shall will be liable for any consequential, indirect, or special damages of any kind that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor:including 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at the Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of the Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 internet, or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties 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 Agreement Services immediately upon written notice. This section paragraph does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor or its Staffstaff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and or any of its Staffofficers, directors, employees, subsidiaries, affiliates, partners, agents or subcontractors, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies moneys as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or data.not D. Notwithstanding the above, neither party shall be liable for any consequential, indirect, or special damages of any kind that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 majeuremajeure event. 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, defend and hold harmless OSC and the State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its StaffContractor, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, liabilities and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its StaffContractor, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or data.is D. Notwithstanding the above, neither party shall be liable for any consequential, indirect, indirect or special damages of any kind that which may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, Contractor or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, Counsel nor the State 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 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 Agreement Services immediately upon written notice. This section Section does not excuse either party’s any parties’ obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSCthe CRF’s obligation to pay for Services provided by the Contractor Counsel which have been approved by OSCthe CRF. B. The Contractor Subject to the applicable New York State laws and standards with respect to attorney malpractice, Counsel shall be fully liable for any act or omission of the Contractor Counsel, its staff and its Staff subcontractors, and shall fully indemnify, defend, defend and hold harmless OSC and the StateCRF, their its officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); ) and/or damage to real or tangible personal property (including electronic systems, software software, and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary ) or intellectual property rightcaused by any intentional act or negligence of Counsel, its staff or its subcontractors; provided however provided, however, that the Contractor Counsel shall not be obligated to indemnify OSC the CRF for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor:CRF. 1. prompt written notice of any action, claim, suit, proceeding, or threat of such actionaction for which Counsel is required to indemnify the CRF; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at ContractorCounsel’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, suit or proceeding at the expense of ContractorCounsel. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor Counsel shall be fully liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or data.of D. Notwithstanding the above, neither party shall be liable for any consequential, indirect, or special damages of any kind that which may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSCthe CRF, the ContractorCounsel, or by others. E. OSC The CRF may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor Counsel such monies as may be necessary to satisfy any claim for damages OSC the CRF may have against ContractorCounsel.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 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 Agreement immediately upon written notice. This section Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, defend and hold harmless OSC and the State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor:hereunder 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 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 Agreement immediately upon written notice. This section Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and Contractor, its Staff and its subcontractors. The Contractor shall fully indemnify, defend, defend and hold harmless OSC and the State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor Contractor, its staff or its Staffsubcontractors, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSCOTDA, nor the State 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 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.ninety B. The Contractor shall be fully liable for any act or omission of the Contractor Contractor, its employees, subsidiaries, affiliates, partners, agents and its Staff subcontractors, and shall fully indemnify, defend, defend and hold harmless OSC OTDA and the State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); ) and/or damage to real or tangible personal property (including electronic systems, software software, and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary ) or intellectual property rightcaused by any intentional act or negligence of the Contractor, its employees, subsidiaries, affiliates, partners, agents or subcontractors; provided however provided, however, that the Contractor shall not be obligated to indemnify OSC OTDA for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor:OTDA. 1. prompt written notice of any action, claim, suit, proceeding, or threat of such actionaction relating to this Agreement; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding action at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that which may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by othersprofit. E. OSC D. OTDA may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC OTDA may have against Contractor. E. Contractor’s liability for any claim, loss or liability arising out of, or connected with the products and services provided, and whether based upon default, or other liability such

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, defend and hold harmless OSC and the State, their officials, agents, agents and employees, without limitation, from suits, actions, damages, damages and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising directly resulting from any act or omission of the Contractor or its Staffstaff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, loss or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such actionaction relating to this Agreement; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC. B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ attorney’s fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor:or 1. prompt written notice of any action, claim, suit, proceeding, or threat of such actionaction relating to this Agreement; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.

Indemnification and Liability. A. Neither the Contractor, OSC, nor the State 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 Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.disaster B. The Contractor shall be fully liable for any act or omission of the Contractor and its Staff and shall fully indemnify, defend, and hold harmless OSC and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorneys’ fees and expenses) arising from any act or omission of the Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that the Contractor shall not be obligated to indemnify OSC for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of OSC. For third party claims, OSC shall give the Contractor: 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Contractor’s sole expense; and 3. reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of Contractor. C. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of the Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor 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 that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Contractor, or by others. E. OSC may, in addition to other legal remedies available to it, retain from amounts otherwise due Contractor such monies as may be necessary to satisfy any claim for damages OSC may have against Contractor.