Common use of Backstop Clause in Contracts

Backstop. No Party or its directors, board members, commissioners, officers, employees, or agents shall have any liability to any other Party for any injury or death to any person, or for any loss or damage to any property, or any lost profits, lost revenues or production, lost use of facilities, lost data, or any indirect, incidental, consequential, special, exemplary, or punitive damages caused by or arising out of any action or failure to act, unless the action or failure to act is caused by the other Party’s Willful Action; provided however, each Participating Control Area Operator (the “Indemnifying Party”) shall indemnify, hold harmless and, at the Host’s request, defend (with counsel satisfactory to the Host), the Host and its successors, assigns, officers, directors, employees and agents (collectively, the “Indemnified Parties”) from and against all liabilities, actions, claims, losses, costs, damages, penalties and expenses (including without limitation reasonable legal fees) of any kind or nature whatsoever which may at any time be brought against or incurred or suffered by the Indemnified Parties or any one or more of them relating to this Agreement, except to the extent related to the Host’s Willful Action. Willful Action means an action taken or not taken by a Party that is knowingly or intentionally taken or not taken with the intent that injury or damage would result or with a reckless disregard for the result. Willful Action does not include any act or failure to act that is involuntary, accidental or negligent.