Common use of Limitations on Liability Indemnification Clause in Contracts

Limitations on Liability Indemnification. (a) The members of the Management Team shall have no liability to the Company under this Agreement. FNIS shall have no liability to the Company under this Agreement for any act or failure to act by the members of the Management Team in connection with the provision of the Services under this Agreement, unless such act or failure to act constitutes gross negligence, recklessness or intentional misconduct or bad faith. (b) The Company shall indemnify, hold harmless and provide a defense to FNIS, its affiliates and each member of the Management Team against all claims, costs, demands, damages, losses, expenses or liabilities to or as a result of claims asserted by persons or entities not a party to this Agreement, resulting from or arising out of the provision by any member of the Management Team of the Services; provided, however, that the Company shall not so indemnify FNIS or any member of the Management Team against any such claim, cost, demand, damage, loss, expense or liability arising out of or resulting in any material respect from FNIS's or such Management Team member's gross negligence, recklessness or intentional misconduct or bad faith or FNIS's material breach of this Agreement. (c) FNIS shall indemnify, hold harmless and provide a defense to the Company and its affiliates against all claims, costs, demands, damages, losses, expenses or liabilities to or as a result of claims asserted by persons or entities not a party to this Agreement resulting from or arising out of or resulting in any material respect from FNIS's or any Management Team member's gross negligence, recklessness or intentional misconduct or bad faith or FNIS's material breach of this Agreement.