Insurance, Indemnification and Liability. 10.1 The Representative hereto agree to indemnify, defend, and hold the Distributor (the Indemnifying Party) harmless from any costs, loss, expenses, damages or liabilities (“Damages”) to the extent such arise as a result of third-party claims arising directly as a result of a material breach of this Agreement. The indemnifying party shall pay resulting costs and damages finally awarded or agreed to in a settlement, provided the indemnified party: (i) makes no admission of the alleged claim; (ii) gives the indemnifying party written notice of any action filed or threatened; (iii) gives the indemnifying party sole authority and control of the defense of any action and all related settlement negotiations; and (iv) furnishes all information and assistance necessary for the defense of the action as reasonably requested. 10.2 With the exception of Damages arising from), sections 8 (Representations, Warranties and covenants) and section 6 (Trademarks and Tradenames) under this Agreement or (ii) fraud or fraudulent misrepresentations, in no event shall: (a) either party be liable to the other or to any third-party for special, incidental, indirect, punitive, exemplary or consequential damages whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise; and (b) Either Party’s liability for Damages exceed the greater of: (i) one year’s average Commissions paid to Representative or (ii) Two Million Pounds Sterling (£).
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Sources: Representative Agreement, Representative Agreement, Representative Agreement