Common use of Liability; Indemnification; Dispute Resolution Clause in Contracts

Liability; Indemnification; Dispute Resolution. (a) In no event shall either Equifax or ChoicePoint have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, ChoicePoint shall indemnify, defend and hold harmless Equifax and its affiliates and their respective directors, officers, employees and agents (the "Equifax Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the Equifax Indemnitees arising from, related to or associated with (i) Equifax's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Equifax Indemnitees and (ii) the gross negligence or willful misconduct of ChoicePoint in furnishing or failing to furnish the services to be provided by ChoicePoint in this Agreement, provided however, in no event shall ChoicePoint be obligated to indemnify the Equifax Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of ChoicePoint's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by ChoicePoint that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, Equifax shall indemnify, defend and hold harmless ChoicePoint and its affiliates and their respective directors, officers, employees and agents (the "ChoicePoint Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the ChoicePoint Indemnitees arising from, related to or associated with (i) ChoicePoint's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the ChoicePoint Indemnitees, and (ii) the gross negligence or willful misconduct of Equifax in furnishing or failing to furnish the services to be provided by Equifax to ChoicePoint in this Agreement, provided however, in no event shall Equifax be obligated to indemnify the ChoicePoint Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of Equifax's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Equifax that gave rise to such Indemnifiable Loss occurs. (e) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.10 of the Distribution Agreement.

Liability; Indemnification; Dispute Resolution. (a) In no event shall either Equifax NDC or ChoicePoint Global Payments have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, ChoicePoint Global Payments shall indemnify, defend and hold harmless Equifax NDC and its affiliates and their respective directors, officers, employees and agents (the "Equifax NDC Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the Equifax NDC Indemnitees arising from, related to or associated with (i) EquifaxNDC's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Equifax NDC Indemnitees and (ii) the gross negligence or willful misconduct of ChoicePoint Global Payments in furnishing or failing to furnish the services to be provided by ChoicePoint Global Payments in this Agreement, provided however, in no event shall ChoicePoint Global Payments be ---------------- obligated to indemnify the Equifax NDC Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of ChoicePointGlobal Payments' gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Global Payments that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, NDC shall indemnify, defend and hold harmless Global Payments and its affiliates and their respective directors, officers, employees and agents (the "Global Payments Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Global Payments Indemnitees arising from, related to or associated with (i) Global Payments' furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Global Payments Indemnitees, and (ii) the gross negligence or willful misconduct of NDC in furnishing or failing to furnish the services to be provided by NDC to Global Payments in this Agreement, provided -------- however, in no event shall NDC be obligated to indemnify the Global Payments ------- Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of NDC's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by ChoicePoint that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, Equifax shall indemnify, defend and hold harmless ChoicePoint and its affiliates and their respective directors, officers, employees and agents (the "ChoicePoint Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the ChoicePoint Indemnitees arising from, related to or associated with (i) ChoicePoint's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the ChoicePoint Indemnitees, and (ii) the gross negligence or willful misconduct of Equifax in furnishing or failing to furnish the services to be provided by Equifax to ChoicePoint in this Agreement, provided however, in no event shall Equifax be obligated to indemnify the ChoicePoint Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of Equifax's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Equifax NDC that gave rise to such Indemnifiable Loss occurs. (e) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.10 15.02 of the Distribution Agreement.

Liability; Indemnification; Dispute Resolution. (a) In no event shall either Equifax DVD or ChoicePoint Gaming & Entertainment have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, ChoicePoint Gaming & Entertainment shall indemnify, defend and hold harmless Equifax DVD and its affiliates and their respective directors, officers, employees and agents (the "Equifax DVD Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the Equifax DVD Indemnitees arising from, related to or associated with (i) EquifaxDVD's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Equifax DVD Indemnitees and (ii) the gross negligence or willful misconduct of ChoicePoint Gaming & Entertainment in furnishing or failing to furnish the services to be provided by ChoicePoint Gaming & Entertainment in this Agreement, provided however, in no event shall ChoicePoint Gaming & Entertainment be obligated to indemnify the Equifax DVD Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of ChoicePointGaming & Entertainment's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by ChoicePoint Gaming & Entertainment that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, Equifax DVD shall indemnify, defend and hold harmless ChoicePoint Gaming & Entertainment and its affiliates and their respective directors, officers, employees and agents (the "ChoicePoint Gaming & Entertainment Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the ChoicePoint Gaming & Entertainment Indemnitees arising from, related to or associated with (i) ChoicePointGaming & Entertainment's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the ChoicePoint Gaming & Entertainment Indemnitees, and (ii) the gross negligence or willful misconduct of Equifax DVD in furnishing or failing to furnish the services to be provided by Equifax DVD to ChoicePoint Gaming & Entertainment in this Agreement, provided however, in no event shall Equifax DVD be obligated to indemnify the ChoicePoint Gaming & Entertainment Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of EquifaxDVD's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Equifax DVD that gave rise to such Indemnifiable Loss occurs. (e) To the extent any advisory services provided by one party to the other shall be deemed to constitute legal advice, the parties may enter into a separate agreement to preserve attorney-client privilege, waive conflicts and limit the liability of the party providing such services. (f) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.10 13.10 (Disputes) of the Distribution Agreement.

Liability; Indemnification; Dispute Resolution. (a) In no event shall either Equifax RPC or ChoicePoint Marine have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, ChoicePoint Marine shall indemnify, defend and hold harmless Equifax RPC and its affiliates and their respective directors, officers, employees and agents (the "Equifax RPC Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the Equifax RPC Indemnitees arising from, related to or associated with (i) EquifaxRPC's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Equifax RPC Indemnitees and (ii) the gross negligence or willful misconduct of ChoicePoint Marine in furnishing or failing to furnish the services to be provided by ChoicePoint Marine in this Agreement, provided however, in no event shall ChoicePoint Marine be obligated to indemnify the Equifax RPC Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of ChoicePointMarine's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by ChoicePoint Marine that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, Equifax RPC shall indemnify, defend and hold harmless ChoicePoint Marine and its affiliates and their respective directors, officers, employees and agents (the "ChoicePoint Marine Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the ChoicePoint Marine Indemnitees arising from, related to or associated with (i) ChoicePointMarine's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the ChoicePoint Marine Indemnitees, and (ii) the gross negligence or willful misconduct of Equifax RPC in furnishing or failing to furnish the services to be provided by Equifax RPC to ChoicePoint Marine in this Agreement, provided however, in no event shall Equifax RPC be obligated to indemnify the ChoicePoint Marine Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of EquifaxRPC's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Equifax RPC that gave rise to such Indemnifiable Loss occurs. (e) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.10 12.10 (Disputes) of the Distribution Agreement.

Liability; Indemnification; Dispute Resolution. (a) In no event shall either Equifax or ChoicePoint PSI have any liability, whether based on contract, tort (including, without limitation, negligencenegligence or strict liability), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the party providing the services hereunder is advised of the possibility of such losses or damages. (b) The limitations set forth in Section 6(a8(a) above shall not apply to liabilities which may arise as the result of willful misconduct or gross negligence of the party providing the services hereunder. (c) Effective as of the date of this Agreement, ChoicePoint PSI shall indemnify, defend and hold harmless Equifax and its affiliates and their respective directors, officers, employees and agents (the "Equifax Indemnitees") from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all actions or threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the Equifax Indemnitees arising from, related to or associated with (i) Equifax's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the Equifax Indemnitees and (ii) the gross negligence or willful misconduct of ChoicePoint PSI in furnishing or failing to furnish the services to be provided by ChoicePoint PSI in this Agreement, provided however, in no event shall ChoicePoint be obligated to indemnify the Equifax Indemnitees (taken together) under this Section 6(c) for Indemnifiable Losses arising out of ChoicePoint's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by ChoicePoint that gave rise to such Indemnifiable Loss occurs. (d) Effective as of the date of this Agreement, Equifax shall indemnify, defend and hold harmless ChoicePoint PSI and its affiliates and their respective directors, officers, employees and agents (the "ChoicePoint PSI Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the ChoicePoint PSI Indemnitees arising from, related to or associated with (i) ChoicePointPSI's furnishing or failure to furnish the services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of the ChoicePoint PSI Indemnitees, and (ii) the gross negligence or willful misconduct of Equifax in furnishing or failing to furnish the services to be provided by Equifax to ChoicePoint PSI in this Agreement, provided however, in no event shall Equifax be obligated to indemnify the ChoicePoint Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses arising out of Equifax's gross negligence in an amount in excess of three times the service fee charged for the category of service related to the Indemnifiable Loss in the month in which the act or failure to act by Equifax that gave rise to such Indemnifiable Loss occurs. (e) Any disputes arising under this Agreement shall be resolved in accordance with Section 15.10 of the Distribution Agreement; provided, however, that if all of the providers and recipients of services under a particular Exhibit are residents of the same country (other than the United States), the following terms will apply in place of those described in Sections 15.10(c) and 15.10(d) of the Distribution Agreement, with respect to disputes arising under such Exhibit only: (i) the third arbitrator as described in Section 15.10(c) of the Distribution Agreement shall be a lawyer licensed to practice in such country and (ii) all questions of law shall be governed by the laws of such country.