Common use of Indemnification and Limitation of Liability Clause in Contracts

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 10.0 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; , or (ii) defend such claim by legal counsel of ▇▇▇▇▇Buyer’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ Seller accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ Seller has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ Seller assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ Buyer shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ Seller assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇Buyer’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 10.0 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the PartiesBuyer. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Workers’ Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one (1) year after the cause of action has accrued, ; otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses losses, or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claimclai m, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller (a) Except to the extent caused or occasioned by the negligence or willful misconduct of Landlord, its officers, agents, representatives, employees, contractors, or invitees, Tenant shall defend, indemnify, indemnify and hold harmless Buyer Landlord from and Buyeragainst any and all claims arising from Tenant’s affiliatesuse of the Premises for the conduct of its business or from any activity, agentswork or other things done, permitted or suffered by the Tenant in or about the Building, and customers shall further indemnify and hold harmless Landlord against and from any and all damagesclaims arising from any breach or default in the performance of any obligations on Tenant’s part to be performed under the terms of this Lease, liabilities, claims, losses, suits, legal actions, investigationsor arising from any act or negligence of Tenant, or any threat officer, agent, employee, guest, contractor or invitee of Tenant, and from all and against all costs, attorneys’ fees, expenses, and liability incurred in or about any such claim or any claim or any action or proceeding brought thereon, and, in any case, if action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the sameconsideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises, from any cause other than Landlord’s gross negligence or willful misconduct,, and Tenant hereby waives all claims in respect thereof against Landlord. Anything to the contrary not withstanding, Landlord shall be liable for any costs damage resulting from any of the above stated situations to the extent that such damage is the direct result of Landlord’s gross negligence or willful misconduct. (b) Except to the extent caused or occasioned by the negligence or willful misconduct of Tenant, its officers, agents, representatives, employees, or contractors, Landlord will indemnify and hold harmless Tenant from and against any and all claims arising from, occasioned by, or resulting from the negligence or willful misconduct of Landlord, or of Landlord's officers, representatives, agents, employees, contractors, or invitees, or Landlord's breach of or failure to perform any of its warranties, representations, agreements, or obligations under this Lease, together with all costs, reasonable attorneys' fees, expenses, and liabilities incurred in connection therewithor about any such claim and action or proceeding brought thereon, including but and, in any such case, any action or proceeding brought against Tenant by reason of any such claim. Landlord upon notice from Tenant will defend the same at Landlord's expenses by counsel approved in writing by Tenant, which approval shall not limited tobe unreasonably withheld or delayed. Landlord shall under no circumstances be liable to Tenant for any claims, attorney fees and litigation expensescosts, or liabilities arising out of or related to Seller’s performance in connection with the acts or omissions of this AGREEMENT any other tenants in the building not involving, acquiesced in, permitted, or caused by Landlord. In connection therewith, Landlord will pay for or reimburse Tenant for all costs, reasonable attorneys' fees, expenses, and liabilities incurred in or about any such claim or any breach action or proceeding brought thereon, and , in any case, any action or proceeding brought against Tenant by Seller reason of any such claims covered by this AGREEMENTparagraph. (c) Except to the extent caused or occasioned by the negligence or willful misconduct of Landlord, including Seller’s representations and warranties contained hereinits officers, agents, representatives, employees, contractors, or which invitees, Landlord shall not be liable for any loss or damage to any property by theft or otherwise, nor for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain. Except to the extent caused or occasioned by the negligence or willful misconduct of Landlord, its officers, agents, representatives, employees, contractors, or invitees landlord shall not be liable for any failure or interruption of utility services to the Premises and the same shall not be considered a constructive eviction of Tenant, nor shall the same entitle Tenant to an abatement of rent. Landlord shall not be liable for loss of business by Tenant. Except as expressly set forth in this Lease, Landlord shall not be liable for any defects in the Premises. (d) Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may result in occur to the Premises or any way improvements thereto, the Building or any personal property of Landlord or Tenant, arising from any accidentcause that (i) would be insured against under the terms of any property insurance required to be carried hereunder; or (ii) is insured against under the terms of any property insurance actually carried, injury, libel, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or property damageorigin of such claim, including but not limited to response the negligence of a party, or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its such party’s agents, employeesofficers, employees or subcontractors/supplierscontractors. The foregoing waiver shall not apply if it would have the effect, except but only to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductible, as they are incurredif the same were a part of the insurance recovery. (e) It is expressly understood and agreed that any money judgment resulting from any default or other claim arising under this Lease shall be satisfied only out of Landlord’s interest in the Building, and no other real, personal or mixed property of Landlord (the term “Landlord” for purposes of this subsection only shall mean any and all partners, both general and/or limited, officers, directors, shareholders, members and beneficiaries, if any, who comprise Landlord), wherever situated, shall be subject to levy on any judgment obtained against Landlord. Tenant hereby waives, the extent waivable under law, any right to satisfy a money judgment against Landlord except from Landlord’s interest in the Building. If such interest is not sufficient for the payment of such judgment, Tenant will not institute any further action, suit, claim or demand, in law or in equity, against Landlord for or on the account of such deficiency. In either case Seller the event of any sale of the Building, Landlord shall indemnify be and hold Buyer harmless is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from and against all damages this Lease arising out of any act, occurrence or relating to such claim. If Buyer tenders omission occurring on or after the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense consummation of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurancesale. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller The Corporation shall defend, indemnifyindemnify and hold the Trustee harmless from and against any liability, and hold harmless Buyer and Buyer’s affiliatesthe Trustee will incur no liability to any person for, agents, and customers from any and all damagesclaims, liabilities, claims, losses, suitscosts, legal actionstaxes, investigationspenalties, interest, and expenses (including reasonable attorneys’ fees) that may be imposed on, incurred by, or any threat asserted against the Trustee by reason of the same, and any costs incurred Trustee’s actions or omissions in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of with this Agreement or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damagethe Trust, including but not limited to response actions or remedial action costs associated omissions consistent with damage directions provided hereunder, unless arising from the Trustee’s own gross negligence, willful misconduct, or willful breach of the provisions of or its obligations under this Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of its duties under this trust agreement, except as required by law. All indemnifications and releases provided in this Agreement will survive any Change of Control and the termination of this Agreement. The Trustee will have no duty to (i) apply for or obtain a ruling from the Internal Revenue Service as to, or otherwise determine, the tax consequences of the Plans, the Plan documents, the Trust, or this Agreement, as to the environment or to natural resourcesCorporation, by reason of any act or omission by SellerParticipants, its agents, employeesbeneficiaries, or subcontractors/suppliersotherwise, except including but not limited to whether the arrangement created hereunder is a safe harbor rabbi trust and whether any action hereunder complies with Code Section 409A; (ii) construe the terms of the Plans; determine eligibility under the Plans (including eligibility for participation, vesting, and distribution, as well as the timing, amount, and form thereof); resolve benefit claims or claim appeals; maintain participant-level records; or otherwise function as the administrator of the Plans; (iii) unless otherwise required by law, give notices or make filings required by applicable statutes or regulations for any plan; (iv) determine, monitor, or collect contributions; (v) inquire whether the Corporation has timely filed a top-hat exemption letter or has otherwise satisfied the reporting and disclosure obligations of Part I of Title I of ERISA; (vi) determine, conduct a review of, make recommendations with respect to, or otherwise question the investment policy guidelines, the classes of permissible investments under this Agreement; buying, holding, or selling Trust assets with respect to any portion of the Trust over which anyone other than the Trustee has investment authority; and the compliance of such buying, holding, and selling with the investment policy guidelines; (vii) monitor service providers hired by the Corporation, including any Independent Administrator; or (ix) make a distribution to the extent that the accidentTrust assets, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim when reduced by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating taxes applicable to such claim. If Buyer tenders distribution, when further reduced by expenses payable by the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defenseTrust, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes are less than the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurancepayment. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend8.1 Indemnification of the Trustee (1) Akerna, indemnify, Callco and Exchangeco jointly and severally agree to indemnify and hold harmless Buyer the Trustee and Buyer’s affiliateseach of its directors, agentsofficers, employees and customers from any agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all damages, liabilities, claims, losses, suitsdamages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal actionscounsel) which, investigationswithout bad faith, fraud, gross negligence, recklessness or wilful misconduct on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any threat written or oral instruction delivered to the Trustee by Akerna, Callco or Exchangeco pursuant hereto. (2) The Trustee shall promptly notify Akerna, Callco and Exchangeco of a claim or of any action commenced against any Indemnified Parties promptly after the Trustee or any of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out Indemnified Parties shall have received written assertion of such a claim or related to Seller’s performance of this AGREEMENT action or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, have been served with a summons or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage other first legal process giving information as to the environment nature and basis of the claim or action; provided, however, that the omission to natural resourcesso notify Akerna, by reason Callco or Exchangeco shall not relieve Akerna, Callco or Exchangeco of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the accidentdefence of any such claim or action or results in any increase in the liability which Akerna, injuryCallco or Exchangeco have under this indemnity. Subject to (ii) below, libelAkerna, or property damage is due solely Callco and directly Exchangeco shall be entitled to Buyer’s negligenceparticipate at their own expense in the defence and, if Akerna, Callco and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. Buyer mayThe Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at its sole optionthe expense of the Trustee unless: (i) tender the employment of such claim to Seller to defend using legal counsel acceptable to Buyerhas been authorized by Akerna, Callco or Exchangeco; or (ii) defend the named parties to any such claim suit include both the Trustee and Akerna, Callco or Exchangeco and the Trustee shall have been advised by counsel acceptable to Akerna, Callco and Exchangeco that there may be one or more legal counsel of ▇▇▇▇▇’s choosing defences available to the Trustee that are different from or in addition to those available to Akerna, Callco or Exchangeco and Seller shall reimburse Buyer for all costs that, in the judgement of such defense as they are incurred. In either counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Seller shall indemnify Akerna, Callco and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller Exchangeco shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions assume the defence of this AGREEMENT, under no circumstances such suit on behalf of the Trustee but shall Buyer be liable or held responsible to pay the reasonable fees and expenses of counsel for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwisethe Trustee). In no event, however, This indemnity shall any liability survive the termination of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, Trust and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part resignation or removal of the agreement between the PartiesTrustee. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer▇▇▇▇▇, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 10.0 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller In no event shall defendthe utility or the implementing contractor have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any loss or damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the participating contractor in the Energy Efficiency programs. The participating contractor hereby releases and discharges the utility and the implementing contractor from all liability for such claims. The participating contractor shall, to the fullest extent permitted by law, assume all liability for and agree to indemnify, defend (at utility’s option) and hold harmless Buyer the utility and Buyer’s the implementing contractor and their respective affiliates, officers, directors, agents, servants, employees and customers representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury, including death to any employee or person, for damage or injury to property and from any and all resulting damages, liabilitiesexpenses, claims, losses, suits, legal actions, investigations, or any threat of the same, costs and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expensesfees, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from occurring incident to the performance of the agreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Additionally, the participating contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the utility arising out of the utility’s efforts to enforce the provisions of this section. Where used in this Section, the term “Participating Contractor” shall also include any accident, injury, libelsubcontractor, or property damageany person, including but not limited firm or entity directly or indirectly employed by or under contract with either participating Contractor or subcontractor or supplier to response or remedial action costs associated with damage to Contractor. The indemnification obligations of the environment or to natural resources, by reason participating contractor provided for herein shall apply irrespective of any act partial or omission by Seller, its agents, employees, contributed negligence or subcontractors/suppliersalleged partial or contributed negligence of the utility and or implementing contractor, except to the extent extent, if any, that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceprovisions of Section 5-322.1 of the New York General Obligations Law requires otherwise. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel The participating contractor shall nevertheless remain liable hereunder on account of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense negligence of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller party other than the utility and/or implementing contractor whether or not the utility is partially negligent. The indemnification obligations of participating Contractor provided for herein shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, in all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all events survive performance of the foregoing risks, other obligations of Contractor under the Agreement and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part survive termination of the agreement between the PartiesAgreement for any reason. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller Neither party shall defendbe liable for any delay or failure in performance beyond its control resulting from acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such events upon performance of their respective duties under Contract. Contractor shall be fully liable for the actions of its agents, indemnifyemployees, partners or subcontractors and shall fully indemnify and hold harmless Buyer the State and Buyer’s affiliates, agents, and customers its Authorized Users from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat damages and costs of the same, every name and any costs incurred in connection therewith, including but not limited to, attorney fees description relating to personal injury and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment real or to natural resources, personal tangible property caused by reason of any act or omission by SellerContractor, its agents, employees, partners or subcontractors/suppliers, except without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the extent negligent act or failure to act of the State. If applicable, Contractor will indemnify, defend and hold the State and its Authorized Users harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs which may be finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the Products furnished, or of any copyright, trademark, trade secret or intellectual property right, provided that the accidentState shall give the Contractor: (i) prompt written notice of any action, injury, libelclaim or threat of infringement suit, or property damage is due solely other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and directly (iii) assistance in the defense of any such action at the expense of Contractor. Where a dispute or claim arises relative to Buyer’s negligence. Buyer maya real or anticipated infringement, the State or its Authorized Users may require Contractor, at its sole option: (i) tender expense, to submit such claim information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense that portion of a claim or dispute based upon: i) Authorized User's unauthorized modification or alteration of a Product, Material or Service; ii) Authorized User's use of the Product in combination with other products not furnished by Contractor; iii) Authorized User's use in other than the specified operating conditions and environment. In addition to Seller and ▇▇▇▇▇▇ accepts such defensethe foregoing, then Seller if the use of any item(s) or part(s) thereof shall be conclusively deemed to have agreed enjoined for any reason or if Contractor believes that such claim is subject to indemnification hereunderit may be enjoined, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ Contractor shall have the right, at its optionown expense and sole discretion as the Authorized User's exclusive remedy to take action in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part (s) thereof, as applicable; (ii) to assume modify the defense component so that it becomes non-infringing equipment of such claim at least equal quality and Seller shall remain obligated performance; or (iii) to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense replace said item(s) or part(s) thereof, as applicable, with non-infringing components of a claimat least equal quality and performance, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all (iv) if none of the foregoing risksis commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. For all other claims against the Contractor where liability is not otherwise set forth in the Contract as being "without limitation", and upon Buyer’s request shall supply certificates regardless of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation the basis on which the amount or type of claim is made, Contractor's liability for direct damages, compensation shall be the greater of $100,000, the dollar amount of the Contract, or benefits payable two (2) times the charges rendered by the Contractor under the Contract. Unless otherwise specifically enumerated herein or for in the Seller or any sub-vendor under Worker's Compensation actswork order mutually agreed between the parties, disability benefit acts or other employee benefit acts. c. An Indemnified Party neither party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible to the other for consequential, punitive, incidental, special, indirect or indirect loss consequential damages, including lost data or damage including whether such loss records (unless the Contractor is required to back-up the data or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer records as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between work plan), even if the Parties. e. In party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, lost revenue or lost institutional operating savings. The State and Authorized User may, in addition to any other remedies provided under this Purchase Order available to them at law or by lawequity and upon notice to the Contractor, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amountsretain such monies from amounts due Contractor, or may demand proceed against the performance and payment of such amountsbond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or both, and Seller shall promptly pay any such amount demandedagainst them.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, 9.1 Indemnification of the Agent Parent and Exchangeco jointly and severally agree to indemnify and hold harmless Buyer the Agent and Buyer’s affiliateseach of its directors, agentsofficers and agents appointed and acting in accordance with this Agreement (collectively, and customers from any and the "Indemnified Parties") against all damages, liabilities, claims, losses, suitsdamages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Agent's legal actionscounsel) which, investigationswithout fraud, negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Agent's acceptance its appointment as Agent, its compliance with its duties set forth in this Agreement, or any threat written or oral instruction delivered to the Agent by Parent or Exchangeco pursuant hereto. In no case shall Parent or Exchangeco be liable under this indemnity for any claim against any of the sameIndemnified Parties unless Parent and Exchangeco shall be notified by the Agent of the written assertion of a claim or of any action commenced against the Indemnified Parties, and promptly after any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of the Indemnified Parties shall have received any such written assertion of a claim or related to Seller’s performance of this AGREEMENT shall have been served with a summons or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage other first legal process giving information as to the environment or nature and basis of the claim. Subject to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing below, Parent and Seller Exchangeco shall reimburse Buyer for all costs be entitled to participate at their own expense in the defence and, if Parent and Exchangeco so elect at any time after receipt of such defense as they are incurred. In notice, either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating them may assume the defence of any suit brought to enforce any such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party The Agent shall have the right to select employ separate counsel in any such suit and control participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Agent unless: (i) the employment of such counsel has been authorized by Parent or Exchangeco, such authorization not to be unreasonably withheld; (ii) the named parties to any claimssuch suit include both the Agent and Parent or Exchangeco and the Agent shall have been advised by counsel acceptable to Parent or Exchangeco that there may be one or more legal defences available to the Agent that are different from or in addition to those available to Parent or Exchangeco and that, actions in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Agent but shall be liable to pay the reasonable fees and expenses of counsel for the Agent); or litigation arising hereunder. d. Notwithstanding (iii) Parent and/or Exchangeco shall not have retained legal counsel on behalf of the Agent within a reasonable amount of time after it has given them notice of a written assertion of a claim or action against any other provisions indemnified party. Such indemnification shall survive the resignation and removal of the Agent and termination of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Partiesagreement. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, o The Author agrees to hold the Publisher harmless and hold harmless Buyer indemnify the Publisher and Buyer’s its subsidiaries or affiliates, agentsagainst any claim, demand, action, suit proceeding, or any expense whatsoever arising from claims of infringement of copyright or proprietary right, or claims of libel, obscenity, invasion of privacy, or any other unlawfulness based upon or arising out of the publication or any matter pertaining to the Work. o All warranties and customers from indemnifications made by the Author herein shall survive termination of this Contract and any license granted hereunder. o All services and products, if any, provided by the Publisher under this Contract are provided on an as is basis. The Publisher does not warrant that the services or products, if any, provided hereunder will be uninterrupted or error free. The Publisher disclaims any and all representations and warranties, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, data accuracy and system integration. The Publisher's total liability to the Author or any third-party for any and all damages shall not exceed in the aggregate the amount accrued by the sales of the Work within the relevant quarter. To the maximum extent permitted by applicable law, in no event shall the Publisher be liable for punitive, consequential, incidental, exemplary, indirect, or special damages, liabilitiesincluding without limitation, claimsdamages for loss of profits, lossesrevenues, suitsbusiness, legal actionsuse, investigationsdata or other intangibles, whether or any threat not such damages were foreseeable and even if the Publisher had been advised of the samepossibility or likelihood of such damages.  GOVERNING LAW This Contract shall be governed exclusively by and construed according to the laws of the state of New South Wales, and any costs incurred in connection therewiththe law of the Commonwealth of Australia, including but not limited to, attorney fees and litigation expenses, without giving effect to conflicts of law principles.  ARBITRATION Any controversy or claim arising out of this Contract or related to Seller’s performance of this AGREEMENT or any the breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller thereof shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes settled by arbitration in accordance with the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all rules then obtaining of the foregoing risks, State of New South Wales and judgment upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not the award may be limited entered in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part highest court of the agreement between the Partiesforum, State or Federal, having jurisdiction. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller (a) Apple shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from have no product liability for any eBook. Publisher shall be solely responsible for any and all damagesproduct warranties. (b) Publisher shall be solely responsible for, and Apple shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, claims, losses, suitsdamages, legal actions, investigationscosts and expenses arising from, or attributable to, Publisher Materials and/or use by any threat of the sameend-user, and any costs incurred in connection therewithincluding, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyerclaims of breach of warranty; or (ii) defend such product liability claims; and (iii) claims that any of the Publisher Materials and/or the end-user’s possession or use of those materials infringes the copyright or other intellectual property rights of any third party. (c) In the event that Apple receives any notice or claim from any end-user arising from a product liability issue for Publisher Content, Apple may refund the end- user the full amount of the price paid by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurredthe end-user. In either case Seller the event that Apple refunds any such price to an end-user, Publisher shall reimburse, or grant Apple a credit for, an amount equal to the price for that eBook. Apple will nonetheless have the right to retain its earned commission on the eBook, notwithstanding the refund of the price to the end-user. (d) Apple will indemnify and hold Buyer harmless harmless, and upon Publisher’s request, defend, Publisher and its affiliates (and their respective directors, officers and employees) from and against any and all damages losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of a breach of any warranty, representation, covenant or relating to obligation of Apple under this Agreement; or any claim that the technology used by Apple in its appointment infringes the intellectual property rights of another party. Publisher shall promptly notify Apple of any such claim, and Apple may assume control of the defense or settlement of such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ Publisher shall have the right, at its optionexpense, to participate in the defense thereof under Apple’s direction. (e) To the extent permitted by applicable law, Publisher will indemnify and hold harmless, and upon Apple’s request, defend, Apple and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of a breach of any warranty, representation, covenant or obligation of Publisher under this Agreement; or any claim that Publisher Materials infringe the intellectual property rights of another party. Apple shall promptly notify Publisher of any such claim, and Publisher may assume control of the defense or settlement of such claim, provided that Publisher shall not take any position adverse to Apple's interests, and shall meaningfully consult with Apple, with respect to such defense or settlement. Apple shall have the right, at its expense and with its chosen counsel, to participate in the defense of any such claim and Seller shall remain obligated and/or, at its discretion, to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise any such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insuranceits expense. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages(f) EXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation actsIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, disability benefit acts or other employee benefit actsINDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. c. An Indemnified Party shall have the right to select counsel and control any claims(g) NO WARRANTY OR TERM, actions or litigation arising hereunderEXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ONLINE STORE OR ANY ELEMENTS THEREOF IS GIVEN TO, OR SHOULD BE ASSUMED BY, PUBLISHER, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller In no event shall defendthe Utility or the implementing contractor have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any loss or damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the participating contractor in the Residential Energy Efficient Products - HPWH program. The participating contractor hereby releases and discharges the Utility and the implementing contractor from all liability for such claims. The participating contractor shall, to the fullest extent permitted by law, assume all liability for and agree to indemnify, defend (at Utility’s option) and hold harmless Buyer the Utility and Buyer’s the implementing contractor and their respective affiliates, officers, directors, agents, servants, employees and customers representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury including death to any employee or person, for damage or injury to property and from any and all resulting damages, liabilitiesexpenses, claims, losses, suits, legal actions, investigations, or any threat of the same, costs and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expensesfees, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from occurring incident to the performance of the Agreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Additionally, the participating contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the Utility arising out of the Utility’s efforts to enforce the provisions of this section. Where used in this section, the term “participating contractor” shall also include any accidentsubcontractor or any person, injuryfirm or entity directly or indirectly employed by or under contract with either participating contractor, libelsubcontractor, or property damage, including but not limited supplier to response or remedial action costs associated with damage to contractor. The indemnification obligations of the environment or to natural resources, by reason participating contractor provided for herein shall apply irrespective of any act partial or omission by Seller, its agents, employees, contributed negligence or subcontractors/suppliersalleged partial or contributed negligence of the Utility and or implementing contractor, except to the extent extent, if any, that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceprovisions of the Maryland General Obligations Law requires otherwise. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel The participating contractor shall nevertheless remain liable hereunder on account of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense negligence of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim party other than the Utility and/or implementing contractor whether or not the Utility is subject to partially negligent. The indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all obligations of the foregoing risks, and upon Buyer’s request participating contractor provided for herein shall supply certificates in all events survive performance of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part obligations of the agreement between participating contractor under the PartiesAgreement and shall survive termination of the Agreement for any reason. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller A. In consideration of the Placement Agent's execution and delivery of this Agreement, the Company shall defend, indemnifyprotect, indemnify and hold harmless Buyer and Buyer’s affiliates, agentsthe Placement Agent, and customers all of its officers, directors, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Placement Agent Indemnitees") from and against any and all damages--------------------------- actions, liabilitiescauses of action, suits, claims, losses, suitscosts, legal actionspenalties, investigationsfees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Placement Agent Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by the Placement ------------------------ Agent Indemnitees or any of them as a result of, or arising out of, or relating to (a) any threat material misrepresentation or breach of any material representation or warranty made by the Company in this Agreement or the Transaction Documents, (b) any material breach of any covenant, agreement or obligation of the sameCompany contained in the this Agreement and Transaction Documents other than any breach resulting from any action or inaction on the part of any Placement Agent Indemnitee, or (c) any cause of action, suit or claim brought or made against such Placement Agent Indemnitee not arising out of any action or inaction of an Placement Agent Indemnitee, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s resulting from the execution, delivery, performance or enforcement of this AGREEMENT or Agreement by any breach by Seller of this AGREEMENTthe Placement Agent Indemnitees; provided, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except that (i) to the extent that the accidentforegoing undertaking by the Company may be unenforceable for any reason, injurythe Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, libelwhich is permissible under applicable law, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend the Company's liability for any and all such claim indemnification or contribution obligations shall not exceed the compensation received by legal counsel the Placement Agent pursuant to Section 2 hereof. B. In consideration of ▇▇▇▇▇’s choosing the Company's execution and Seller delivery of this Agreement and the Transaction Documents to which the Company is a party, the Placement Agent shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall defend, protect, indemnify and hold Buyer harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and against any and all damages Indemnified Liabilities incurred by ----------- the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Placement Agent in this Agreement, (b) any breach of any covenant, agreement or obligation of the Placement Agent contained in this Agreement, or (c) any cause of action, suit or claim brought or made against such Company Indemnitee based on omissions or misrepresentations made or caused by any Placement Agent Indemnitee or due to a breach by any Placement Agent Indemnitee and arising out of or relating resulting from the execution, delivery, performance or enforcement of the Transaction Documents to such claimwhich the Company is a party (including without limitation any false or misleading information provided to the Company in writing by any Placement Agent Indemnitee specifically for inclusion in the Offering Materials). If Buyer tenders To the defense extent that the foregoing undertaking by the Placement Agent may be unenforceable for any reason, the Placement Agent shall make the maximum contribution to the payment and satisfaction of a claim to Seller and ▇▇▇▇▇▇ accepts such defenseeach of the Indemnified Liabilities, then Seller shall be conclusively deemed to have agreed that such claim which is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all permissible under applicable law. C. The obligations of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated parties to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes under this Section 6 shall survive termination. D. Notwithstanding anything to the defense contrary contained herein, the aggregate liability of a claimthe Placement Agent and each officer, Seller director, shareholder, employee or representative of the Placement Agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable compensation received by the Placement Agent pursuant to the Product that initially gives rise to the claimSection 2 hereof. The foregoing This limitation of liability shall constitute the sole and exclusive remedy apply regardless of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accruedaction, otherwise such actions are expressly waived and this Article 10whether contract, like the other Articlestort (including, is a material part without limitation, negligence) or breach of the agreement between the Parties. e. In addition to statute or any other remedies provided under this Purchase Order legal or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demandedequitable obligation.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claimclai m, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Workers’ Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one (1) year after the cause of action has accrued; otherwise, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses losses, or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller In no event shall defendthe Utility or the implementing contractor have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any loss or damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the participating contractor in the Residential Energy-Efficient Solar Thermal Program. The participating contractor hereby releases and discharges the Utility and the implementing contractor from all liability for such claims. The participating contractor shall, to the fullest extent permitted by law, assume all liability for and agree to indemnify, defend (at Utility’s option) and hold harmless Buyer the Utility and Buyer’s the implementing contractor and their respective affiliates, officers, directors, agents, servants, employees and customers representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury including death to any employee or person, for damage or injury to property and from any and all resulting damages, liabilitiesexpenses, claims, losses, suits, legal actions, investigations, or any threat of the same, costs and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expensesfees, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from occurring incident to the performance of the Agreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Additionally, the participating contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the Utility arising out of the Utility’s efforts to enforce the provisions of this section. Where used in this section, the term “participating contractor” shall also include any accidentsubcontractor or any person, injuryfirm or entity directly or indirectly employed by or under contract with either participating contractor, libelsubcontractor, or property damage, including but not limited supplier to response or remedial action costs associated with damage to contractor. The indemnification obligations of the environment or to natural resources, by reason participating contractor provided for herein shall apply irrespective of any act partial or omission by Seller, its agents, employees, contributed negligence or subcontractors/suppliersalleged partial or contributed negligence of the Utility and or implementing contractor, except to the extent extent, if any, that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceprovisions of the Pennsylvania General Obligations Law requires otherwise. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel The participating contractor shall nevertheless remain liable hereunder on account of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense negligence of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim party other than the Utility and/or implementing contractor whether or not the Utility is subject to partially negligent. The indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all obligations of the foregoing risks, participating contractor provided for herein shall in all events survive performance of the other obligations of the participating contractor under the Agreement and upon Buyer’s request shall supply certificates survive termination of insurance. b. Seller’s indemnification obligations under this Article 10 shall the Agreement for any reason. Incentives may be taxable as gross income to parties receiving incentives. The Utility or implementing contractor is not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product taxes that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must may be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, imposed as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of receiving incentives through this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demandedprogram.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Workers’ Compensation acts, disability benefit acts acts, or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one (1) year after the cause of action has accrued, ; otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties penalties, or interest costs, or Buyer incurs any other costs, losses losses, or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. (A) Seller shall defend, indemnify, indemnify and hold harmless Buyer against and Buyer’s affiliates, agents, and customers from in respect of: (i) any and all losses, damages, liabilitiesdeficiency or liability resulting from (A) any misrepresentation, claimsbreach of warranty or nonfulfillment of any agreement on the part of Seller under this Agreement; (B) the failure of Seller to comply with any applicable laws concerning bulk transfers; and (C) any obligation incurred by Seller prior to the Effective Date which is not assumed by Buyer hereunder, lossesincluding, suitswithout limitation, legal actionsany loss, investigationsdamage, deficiency or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, liability arising out of any collection activities of Seller or related to Seller’s performance of this AGREEMENT its agents or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or and (ii) defend such claim any and all assessments, judgments and reasonable costs and expenses incident to any of the foregoing, excluding in-house legal and accounting expenses, if any. (Each of the foregoing items are sometimes hereinafter referred to as a "Buyer Loss.") Provided that the indemnification procedures set forth elsewhere in this Section 2.2 have been complied with by legal counsel of ▇▇▇▇▇’s choosing and the Indemnified Party (as hereinafter defined), Seller shall reimburse Buyer for all costs any payments made by Buyer in respect of any Buyer Loss to which the foregoing indemnity by Seller relates, provided Buyer's demand for such defense as they are incurred. In either case reimbursement is made prior to two (2) years after the Effective Date, and if Seller shall indemnify and hold fails to reimburse Buyer harmless for any payments made by Buyer hereunder within thirty (30) days of notice from and against all damages arising out of or relating Buyer to such claim. If Seller, Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, entitled at its option, and as a nonexclusive remedy, to assume setoff against any amounts which may become due to Seller under any future payment obligations between the defense parties or otherwise, the amount of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain any such liability, property obligation or claim. (B) Buyer shall defend, indemnify and hold harmless Seller against and in respect of: (i) any and all loss, damage, and employee deficiency or liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from (A) any misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year under this Agreement; and (B) any failure by Buyer after the cause Effective Date to pay or perform any liability or obligation of action Seller which has accruedbeen assumed by Buyer pursuant to this Agreement or incurred by Buyer after the Effective Date; and (ii) any and all assessments, otherwise such actions are expressly waived judgments and this Article 10, like the other Articles, is a material part reasonable costs and expenses incident to any of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by lawforegoing excluding in-house legal and accounting expenses, if any. (Each of the foregoing items are sometimes hereinafter referred to as a "Seller Loss;" the term "Loss" shall mean a Buyer Loss or its officersa Seller Loss, employeesas the context requires.) Buyer shall reimburse Seller for any payments made by Seller in respect of any Seller Loss to which the foregoing indemnity by Buyer relates, agents, suppliers, or subcontractors at any tier fails provided Seller's demand for such reimbursement is made prior to comply with any applicable laws, orders, rules, regulationstwo (2) years after the Effective Date, and ordinances of government entities andSeller, as a result Buyer’s contract price or fee is reducedIndemnified Party, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce has complied with the price, or the recoverable costs and fee, of indemnification procedures set forth elsewhere in this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demandedSection 2.2.

Indemnification and Limitation of Liability. a. Seller shall Label will indemnity and hold harmless, and upon Psychobaby’s request, defend, indemnifyPsychobaby and its Distributors and affiliates (and their respective directors, officers and hold harmless Buyer employees) from and Buyer’s affiliates, agents, and customers from against any and all damageslosses, liabilities, claimsdamages, losses, suits, legal actions, investigations, costs or any threat of the same, and any costs incurred in connection therewith, expenses (including but not limited to, attorney reasonable attorneys’ fees and litigation expenses, costs) arising out of or related to Seller’s performance of this AGREEMENT or any breach a claim by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, a third party by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole optionof: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyera breach of any warranty, representation, covenant or obligation of Label under this Agreement; or (ii) defend such any claim that any Digital Master, sound recording or Label Content, Artwork, metadata or any other materials provided or authorized by legal counsel or on behalf of ▇▇▇▇▇Label hereunder or Psychobaby’s choosing or its Distributors” use thereof violates or infringes the rights of another party. Label will reimburse Psychobaby and Seller shall reimburse Buyer its Distributors and affiliates on demand for all costs any actual payments made in resolution of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of any liability or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunderunder this Section 9, and provided that ▇▇▇▇▇▇ has no claim Psychobaby obtains Label’s written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or counterclaim against Buyerconditioned Psychobaby shall promptly notify Label of any such claim, all Label may assume control of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ . Psychobaby shall have the right, at its optionexpense, to assume participate in the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇thereof under RIGHTS HOLDER’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurancedirection. b. SellerLabel represents and warrants that it has the full authority to act on behalf of any and all owners of any right, title and interest in and to the Label Content; that it has full authority to enter into this Agreement and to fully perform its obligations hereunder and has obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform its obligations herein; that it * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. owns or controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by the other party hereto shall not violate or infringe the rights of any third party; that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party’s indemnification performance of its obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit actsAgreement. c. An Indemnified Party The warranties and indemnification herein shall have survive the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions termination of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Partiesagreement. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Workers’ Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one (1) year after the cause of action has accrued; otherwise, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses losses, or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend8.1. HELLOSOFT INDEMNIFICATION HelloSoft agrees to defend or settle at HelloSoft's own expense and under HelloSoft's sole control any claim, indemnifysuit or proceeding brought by a third party against Licensee or an Affiliate of Licensee to the extent that such claim, suit or proceeding is based upon any claim of intellectual property infringement with respect to Licensed Technology, subject to the limitations herein. HelloSoft will be relieved of the foregoing obligations unless Licensee (i) notifies HelloSoft promptly in writing of such claim, suit or proceeding, and (ii) gives HelloSoft information and assistance with respect to any such claim, suit or proceeding. HelloSoft will not enter into a settlement agreement without Licensee's prior written consent, which consent shall not be unreasonably withheld. If the Licensed Technology, or any part thereof, is finally adjudicated to be, or in HelloSoft's opinion may become, the subject of any claim, suit or proceeding for infringement of any patent, copyright, trade secret, or other intellectual property rights of a third party, or if the distribution or use of the Licensed Product, or any part thereof, is enjoined, then HelloSoft will, at HelloSoft's option and expense: (i) procure for Licensee and its Affiliates and Customers the right to distribute and/or use the Licensed Product under such proprietary rights; or (ii) suitably modify the Licensed Technology while maintaining functionality and performance equivalent to the Licensed Technology originally delivered hereunder, or (iii) refund the license fees paid therefor by Licensee upon Licensee's return of all materials related to the Licensed Technology. HelloSoft will not be liable for any costs or expense incurred by Licensee in connection with the claim, suit or proceeding without HelloSoft's prior written authorization, such authorization not to be unreasonably withheld. HelloSoft assumes no liability in connection with, arising from or resulting from:: (x) any combination of the Licensed Technology with other technology or products if such liability would not have arisen but for the combination; or (y) any modification of the Licensed Technology or Documentation, unless such modification was made by HelloSoft pursuant to specifications and designs drafted by HelloSoft, if such liability would not have arisen but for such modification. 8.2. LICENSEE INDEMNITY Licensee agrees to indemnify and hold HelloSoft harmless Buyer and Buyer’s affiliates, agents, to defend and customers from any settle at Licensee's expense under Licensee's sole control and pay all damages, liabilitiesliability, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, expenses (including but not limited to response reasonable attorney's fees), resulting from any claim, suit or remedial action costs associated with damage to proceeding brought against HelloSoft by a third party arising out of a cause set forth in Section 8.1 (x) or (y). Licensee will be relieved of the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: foregoing obligations unless HelloSoft (i) tender notifies Licensee promptly in writing of such claim to Seller to defend using legal counsel acceptable to Buyer; claim, suit or proceeding, and (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing gives Licensee information and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating assistance with respect to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend any such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereundersuit or proceeding. If ▇▇▇▇▇▇ assumes the defense of Licensee will not enter into a claim, Seller shall not settle or compromise such claim settlement agreement without ▇▇▇▇▇’s HelloSoft's prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 which consent shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit actsunreasonably withheld. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes Seller ass umes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume as sume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claimc laim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all al l of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other othe r limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claimsclaims , and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; , or (ii) defend such claim by legal counsel of ▇▇▇▇▇Buyer’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ Seller accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ Seller has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ Seller assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ Buyer shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ Seller assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇Buyer’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 10.0 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the PartiesBuyer. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding correspond ing amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. Seller shall 8.1 LICENSEE will defend, indemnify, indemnify and hold harmless Buyer the UNIVERSITY, its trustees, officers, faculty, employees and Buyerstudents (“University Indemnitees”) against any and all losses, expenses, claims, actions, lawsuits and judgments thereon (including attorney’s affiliatesfees through the appellate levels) (collectively “Liabilities”) which may be brought against University Indemnities by third parties as a result of or arising out of: (a) any negligent act or omission of LICENSEE, agentsits Sublicensees, or Its or their agents or employees, or (b) the use, production, manufacture, sale, lease, consumption or advertisement by LICENSEE, Its Sublicensees or its or their agents or employees of any Products; provided, however, LICENSEE shall not indemnify or hold harmless any University indemnitee from any Liabilities to the extent that such Liabilities are finally determined to have resulted from the willful negligent acts or omissions of such University Indemnitee. 8.2 LICENSEE will defend, indemnify and customers hold harmless the University Indemnities against any and all judgments and damages arising from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat third party claims of infringement which may be asserted against University Indemnities because of the samemanufacture, use, promotion and any sale of Products. LICENSEE will bear all costs and expenses incurred in connection therewithwith the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSEE agrees to provide attorneys which shall be approved by University Indemnities at their sole and absolute discretion to defend against any actions brought or filed against any University indemnitee hereunder with respect to the subject of indemnity contained herein, including but whether or not limited tosuch actions are rightfully brought; provided, attorney fees however, that any University Indemnitee shall have the right to retain its own counsel, at the reasonable expense of LICENSEE, if representation of such University indemnitee by counsel retained by LICENSEE would be inappropriate because of conflict of interests or otherwise. LICENSEE agrees to keep UNIVERSITY informed of the progress in the defense and litigation expensesdisposition of such claim, and to consult with UNIVERSITY prior to any proposed settlement. 8.3 UNIVERSITY shall have no further liability to LICENSEE for any loss or damages LICENSEE may Incur as a result of the invalidity of UNIVERSITY’s Technology Rights. 8.4 UNIVERSITY shall have no responsibility with respect to LICENSEE’s own trademarks and tradename, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless UNIVERSITY against any and all third party claims. 8.5 UNIVERSITY is not liable for any special, consequential, lost profit, expectation, punitive or other indirect damages in connection with any claim arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENTAgreement, whether grounded in tort (including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness), strict liability, contract, or otherwise. In no event, however, . 8.6 This Agreement to reimburse and indemnify under the circumstances set forth above shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year continue after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order expiration or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, termination of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demandedAgreement.

Indemnification and Limitation of Liability. a. Seller shall defendThe Fund covenants and agrees to indemnify and to hold the Agent harmless against any costs, indemnifyexpenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and hold harmless Buyer the Agent shall not be indemnified with respect to, such costs, expenses, losses and Buyer’s affiliatesdamages incurred or suffered by the Agent as a result of, agentsor arising out of, its gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Agent shall, if a claim in respect thereof is to be made against the Fund, notify the Fund thereof in writing. The Fund shall be entitled to participate as its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 11, the term "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and customers from any all reasonable costs and all damagesexpenses, liabilitiesincluding, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney reasonable counsel fees and litigation expensesdisbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. Agent shall be responsible for and shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or related attributable to SellerAgent’s performance refusal or failure to comply with the terms of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained hereinAgreement, or which may result in arise out of Agent’s negligence or willful misconduct or which arise out of the breach of any way from representation or warranty of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any accidentterm of this Agreement with respect to, injury, libelarising from, or property damagearising in connection with this Agreement, including or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Fund to Agent as fees and charges, but not limited to response or remedial action costs associated with damage to including reimbursable expenses. Promptly after the environment or to natural resources, receipt by reason the Fund of notice of any act demand or omission by Sellerclaim or the commencement of any action, its agentssuit, employeesproceeding or investigation, or subcontractors/suppliersthe Fund shall, except if a claim in respect thereof is to be made against the extent that Agent, notify the accident, injury, libel, or property damage is due solely and directly Agent thereof in writing. The Agent shall be entitled to Buyer’s negligence. Buyer may, participate at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders own expense in the defense of a claim to Seller and ▇▇▇▇▇▇ accepts such defense, then Seller shall be conclusively deemed to have agreed that any such claim is subject to indemnification hereunderor proceeding, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyerand, all if it so elects at any time after receipt of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claimnotice, ▇▇▇▇▇ shall have the right, at its option, to it may assume the defense of any suit brought to enforce any such claim and Seller shall remain obligated to indemnify Buyer hereunder. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall not settle or compromise such claim without ▇▇▇▇▇’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, under no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract legal action or proceeding. For the purposes of this Section 11, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with Seller by a corresponding amount or amounts, or may demand payment the express written consent of such amounts, or boththe Fund, and Seller shall promptly pay all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such amount demandedclaim, demand, action, suit, proceeding or investigation.

Indemnification and Limitation of Liability. a. Seller shall defend, (a) Each party hereto (the "Indemnitor") agrees to indemnify, defend and hold harmless Buyer and Buyer’s the others, including their respective affiliates, agentsand each of their current and former directors, trustees, officers, employees and customers from agents (the "Indemnitees"), against any and all damages, liabilitieslosses, claims, damages, liabilities or expenses to which the Indemnitees may become subject insofar as such losses, suitsclaims, damages, liabilities or expenses (or actions in respect thereof, hereinafter "Actions") arise out of or are based upon (i) any negligent act or omission in performing its duties under this Agreement; (ii) any failure by the Indemnitor to comply with the terms of this Agreement; (iii) any breach by the Indemnitor of any representation, warranty or covenant in this Agreement; or (iv) non-compliance by the Indemnitor with applicable Federal and State securities laws and regulations. The Indemnitor will reimburse the Indemnitees for any legal actions, investigations, or any threat of the same, and any costs other expenses reasonably incurred by them in connection therewithwith investigating or defending any such loss, including but not limited toclaim or action. In addition, attorney fees Company shall indemnify, defend and litigation expenses, hold harmless JHF and JHSS against any Actions arising out of exchange requests initiated by Company via facsimile that do not include original or related underlying documentation supporting such instructions. This indemnity agreement will be in addition to Seller’s performance of this AGREEMENT any other remedies which the lndemnitees may otherwise have. If any third party threatens to commence or commences any breach by Seller of this AGREEMENTaction for which the Indemnitor may be required to indemnify the Indemnitee, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage the Indemnitee shall promptly give notice thereof to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceIndemnitor. Buyer mayThe Indemnitor shall be entitled, at its sole option: (i) tender such claim own expense and without limiting its obligations to Seller indemnify the Indemnitee, to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel assume control of ▇▇▇▇▇’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim such action with counsel selected by the Indemnitor, which counsel shall be reasonably satisfactory to Seller and ▇▇▇▇▇▇ accepts such the Indemnitee. Ifthe Indemnitor assumes the control of the defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that ▇▇▇▇▇▇ has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If ▇▇▇▇▇▇ assumes the defense of a claim and thereafter fails to vigorously defend such claim, ▇▇▇▇▇ shall have the right, at its option, to assume Indemnitee may participate in the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunderat its own expense. If ▇▇▇▇▇▇ assumes the defense of a claim, Seller shall The Indemnitor may not settle or compromise the liability of the Indemnitee in such claim action or consent to or permit the entry of any judgment in respect thereof without ▇▇▇▇▇’s the prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all consent of the foregoing risksIndemnitee, and upon Buyer’s request shall supply certificates of insurance. b. Seller’s indemnification obligations under this Article 10 which consent shall not be limited in any way by: any statutory immunity or other limitation on unreasonably withheld. It is further understood that no third party is intended to be made a third party beneficiary of the amount or type of damages, compensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, disability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENTSection 8. (b) Notwithstanding anything in this Agreement to the contrary, under in no circumstances event shall Buyer any party be liable or held responsible for any consequential, punitive, incidental, special, special or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. In no event, however, shall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, and the sole and exclusive liability of Buyer. Seller hereby waives, releases, and renounces all other rights, claims, and remedies against ▇▇▇▇▇. Finally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. e. In addition to any other remedies provided under this Purchase Order or by law, if Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result Buyer’s contract price or fee is reduced, Buyer’s costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses or damages, then Buyer may reduce whether or not the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment likelihood of such amounts, losses or both, and Seller shall promptly pay any damages was known by such amount demandedparty.