Common use of Indemnification and Limitation of Liability Clause in Contracts

Indemnification and Limitation of Liability. Neither party shall be 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 the contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ fees), claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them.

Indemnification and Limitation of Liability. Neither party 11.1 The Merchant shall be 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 the contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall promptly on demand indemnify, defend and hold harmless the State harmlessService Provider, without limitationits Affiliates and the End Customer and their respective officers, from directors, proprietors, partners, managers, members, trustees, shareholders, employees and agents (“Indemnified Parties”) for and against any all claims, liabilities, costs and all damages, expenses (including reasonable attorneys’ attorney’s fees)) incurred or to be incurred by the Indemnified Parties that arise out of, claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the productsway relate to, materials or services furnished result from any breach by the Contractor under its bid response and Merchant of any of the contractprovisions of this Agreement, or breach of any copyright trademark, trade secret or intellectual property right, provided that laws by the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suitMerchant, or other suitnegligence, (ii) the opportunity to take over, settle fraud or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense willful misconduct of the ContractorMerchant or its Affiliates and their respective officers, directors, shareholders, employees, contractors, subcontractors, agents and personnel. Where a dispute or claim arises relative to a real or anticipated infringementFor the avoidance of doubt, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify it is further clarified that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, indemnification in connection with non-infringing components of at least equal quality and performance, or (iv) if none any of the foregoing aforesaid claims of cause of action is commercially reasonable, then provide monetary compensation independent and in addition to the State up to the dollar amount other rights and remedies of the ContractIndemnified Person that may be available at law or in equity. Any injunction that is issued against The Service Provider shall have a lien on the State which prevents Products and on the State consideration received from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained End Customer for the State or provided to the State one sale of the alternatives set forth Products on the Platform until the Merchant has fully discharged its obligations and liabilities to Indemnified Parties in the foregoing sentence is cause for the State to terminate the Contractaccordance with this Agreement. In the event the Merchant is unable to indemnify the Indemnified Parties within a reasonable period of time, the Service Provider shall be entitled to sell or otherwise dispose of the Products and set off the proceeds out of such terminationsale and disposing off against Indemnified Parties’ indemnification claims and/or if permitted under law or by virtue of any order of any court of law, the State will not Service Provider shall be obligated entitled to compensate receive the Contractor for any costs incurred sale consideration from the payment gateway which otherwise would have remitted by such payment gateway to the Merchant and/or set off the amounts received by the Contractor. For all other claims against Service Provider from the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis End Customer who has availed cash on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against themdelivery services.

Indemnification and Limitation of Liability. Neither party shall be 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 the contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor a) Customer shall indemnify, defend and hold Company, and its officers, directors, employees, customers, Affiliates, suppliers, users and agents, (collectively the State harmless, without limitation, “Indemnitees”) harmless from and against any and all damages, expenses (claims, losses, expenses, costs, obligations, liabilities, including reasonable without limiting the generality of the foregoing, liabilities for court costs and attorneys’ fees, suffered directly or indirectly by an Indemnitee by reason of, or arising out of any injury, death or loss to any person, or injury to any property (collectively, “Damages”), claims judgmentsreceived or sustained by any person(s) or property, liabilities and costs which may be fully assessed against the State in arising out of, occasioned by, attributable or related to i) any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or breach of any copyright trademarkrepresentation or warranty made by Customer, trade secret its officers, directors, employees, affiliates, users, agents, representatives or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of customers to Company or any action, claim or threat of infringement suit, or other suitthird party, (ii) the opportunity any failure by Customer to take overperform or fulfill any of its covenants, settle acts and/or omissions to Company or defend such actionto any third party, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) any litigation, proceeding or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation claim by any third party relating in any way to the State up obligations of Customer and/or the Deliverables sold by Company to Customer hereunder. Customer shall not consummate any settlement of any indemnified claim without the dollar amount Indemnitees’ prior written consent. Customer’s obligation to indemnify Indemnitees will continue in full force and effect notwithstanding the termination or expiration of any order under this Agreement. In any claim against an Indemnitee by an employee of Customer or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives indemnification obligations set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will this Section shall not be obligated to compensate the Contractor for limited in any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted way by or against themfor Customer or any subcontractor under any applicable worker’s compensation act, disability or other employee benefit act. This provision shall survive termination of any order or Agreement. IN NO EVENT WILL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CUSTOMERS, AFFILIATES, USERS AND AGENTS, (NOR COMPANY’S SUPPLIERS) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF THE PRODUCTS, SERVICE INTERRUPTION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF INTEREST, LOST GOODWILL, LOSS OF DATA, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, LOSS BY REASON OF SHUTDOWN OR NON-OPERATION, INCREASED EXPENSES OF OPERATION, OR CLAIMS OF CUSTOMER'S CUSTOMERS, OR ANY OTHER LOSSES OR DAMAGES ARISING OUT OF ANY LACK OR LOSS OF USE OF THE DELIVERABLES WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY OR NEGLIGENCE), PATENT INFRINGEMENT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Limitation of Liability. Neither party shall be 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 the contractContract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State and its Authorized Users from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. If applicable, Contractor shall 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 claims, judgments, liabilities and costs which may be fully finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contractProducts furnished, or of any copyright copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s 's sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State or its Authorized Users may require the Contractor Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s Authorized User's unauthorized modification or alteration of the products a Product, Material or materialsService; (ii) the State’s Authorized User's use of the products or materials Product in combination with other products or materials not furnished by the Contractor; (iii) the State’s Authorized User's use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s Authorized User's exclusive remedy to take action no later than six (6) months after the issuance of an injunction in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part(spart (s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract Contract as being “"without limitation”", and regardless of the basis on which the claim is made, the Contractor’s 's liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materialsContract, or two (2) times the charges for services rendered by the Contractor under the contractContract. Unless otherwise specifically enumerated herein or in the work order mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or recordsrecords (unless the Contractor is required to back-up the data or records as part of the work plan), even if the 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 other remedies available to it them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them.

Indemnification and Limitation of Liability. Neither In no event shall Con Edison or any third party shall be liable acting on behalf of Con Edison have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any delay loss or failure damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the Participating Contractor in performance beyond its control resulting from acts of God the Program or force majeureany Con Edison’s programs. The parties shall use reasonable efforts Participating Contractor hereby releases and discharges Con Edison and any third party acting on behalf of Con Edison from all liability for such claims. The Participating Contractor shall, to eliminate or minimize the effect of such events upon performance of their respective duties under the contract. Contractor shall be fully liable fullest extent permitted by law, assume all liability for the actions of its agentsand agrees to indemnify, employees, partners or subcontractors and shall fully indemnify defend (at Con Edison’s option) and hold harmless the State from suitsCon Edison and any third party acting on behalf of Con Edison and their respective affiliates, actionsofficers, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractordirectors, its agents, employeesservants, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend employees and hold the State harmless, without limitation, representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including reasonable attorneys’ 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, expenses, costs and fees), claims judgments, liabilities and costs which may be fully assessed against the State arising out of or in any action for infringement of a United States Letter Patent with respect way occurring incident to the products, materials performance of this Agreement and/or the acts or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense omissions of the Participating Contractor, its employees and/or subcontractors. Where a dispute or claim arises relative to a real or anticipated infringementAdditionally, the State may require the Participating Contractor at its sole expense, agrees to submit such information assume all liabilities or attorney’s fees and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by Con Edison arising out of Con Edison’s efforts to enforce the provisions of this section. Where used in this section, “the Participating Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, ” shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable also include any subcontractor to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Participating Contractor, or may proceed against any person, firm or entity directly or indirectly employed by or under contract with either the performance and payment bondParticipating Contractor or subcontractor. The indemnification obligations of the Participating Contractor provided for herein shall apply irrespective of any partial or contributed negligence or alleged partial or contributed negligence of Con Edison and/or any third party on behalf of Con Edison, if any, except as may otherwise be necessary to satisfy required by applicable law. The indemnification obligations of the Participating Contractor provided for herein shall in all events survive performance of the other obligations of the Participating Contractor under this Agreement and shall survive termination of this Agreement for any claim for damages, penalties, costs and the like asserted by or against themreason.

Indemnification and Limitation of Liability. Neither party In no event shall be liable the 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 delay loss or failure damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the participating contractor in performance beyond its control resulting from acts of God or force majeurethe Energy Efficiency programs. The parties shall use reasonable efforts participating contractor hereby releases and discharges the utility and the implementing contractor from all liability for such claims. The participating contractor shall, to eliminate or minimize the effect of such events upon performance of their respective duties under the contract. Contractor shall be fully liable fullest extent permitted by law, assume all liability for the actions of its agentsand agree to indemnify, employees, partners or subcontractors and shall fully indemnify defend (at utility’s option) and hold harmless the State from suitsutility and the implementing contractor and their respective affiliates, actionsofficers, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractordirectors, its agents, employeesservants, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend employees and hold the State harmless, without limitation, representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including reasonable attorneys’ 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, expenses, costs and fees), claims judgments, liabilities and costs which may be fully assessed against the State arising out of or in any action for infringement of a United States Letter Patent with respect way occurring incident to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense performance of the Contractoragreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Where a dispute or claim arises relative to a real or anticipated infringementAdditionally, the State may require the Contractor at its sole expense, participating contractor agrees to submit such information assume all liabilities or attorney’s fees and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any 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 subcontractor, or any person, firm or entity directly or indirectly employed by or under contract with either participating Contractor or subcontractor or supplier to Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless The indemnification obligations of the basis on which the claim is made, the Contractor’s liability participating contractor provided for direct damages, herein shall be the greater apply irrespective of $100,000, the dollar amount any partial or contributed negligence or alleged partial or contributed negligence of the products utility and or materialsimplementing contractor, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable except to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bondextent, if any, as may be necessary to satisfy that the provisions of Section 5-322.1 of the New York General Obligations Law requires otherwise. The participating contractor shall nevertheless remain liable hereunder on account of the negligence of a 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 in all events survive performance of the other obligations of Contractor under the Agreement and shall survive termination of the Agreement for any claim for damages, penalties, costs and the like asserted by or against themreason.

Indemnification and Limitation of Liability. Neither party shall be liable for any delay (a) Except to the extent caused or failure in performance beyond occasioned by the negligence or willful misconduct of Landlord, 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 the contract. Contractor shall be fully liable for the actions of its officers, agents, representatives, employees, partners contractors, or subcontractors and invitees, Tenant shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, Landlord from and against any and all damages, expenses (including reasonable attorneys’ fees), claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the Statearising from Tenant’s use of the products Premises for the conduct of its business or materials in combination with from any activity, work or other products things done, permitted or materials not furnished suffered by the Contractor; (iii) Tenant in or about the StateBuilding, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligations on Tenant’s use part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or any 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 products consideration to Landlord, hereby assumes all risk of damage to property or materials in injury to persons in, upon or about the Premises, from any cause other than the specified operating conditions Landlord’s gross negligence or willful misconduct,, and environmentTenant hereby waives all claims in respect thereof against Landlord. In addition Anything to the foregoingcontrary not withstanding, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the party has been advised of the possibility of such damages. Neither party Landlord shall be liable for lost profits, lost revenue or lost institutional operating savings. The State may, in addition to other remedies available to it at law or equity and upon notice any damage resulting from any of the above stated situations to the Contractor, retain extent that such monies from amounts due Contractor, damage is the direct result of Landlord’s gross negligence or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against themwillful misconduct.

Indemnification and Limitation of Liability. Neither party shall be 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 the contractthis Agreement. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, subcontractors in the performance of the contract this contract, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall will indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ ' fees), claims judgments, liabilities and costs which may be fully finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the productsProducts, materials Materials or services furnished by the Contractor under its bid response and the contractServices furnished, or of any copyright copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s 's sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products a Product, Material or materialsService; (ii) the State’s use of the products or materials Service in combination with other products products, materials, or materials services not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s 's exclusive remedy to take action no later than six (6) months after the issuance of an injunction in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part(spart (s) thereof, as applicable; (ii) to modify the component so that it becomes non-non- infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract Agreement as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materialsContract, or two (2) times the charges for services rendered by the Contractor under the contractContract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or recordsrecords (unless the Contractor is required to back-up the data or records as part of the work plan), even if the 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 may, in addition to other remedies available to it them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. CODE OF ETHICS: The contractor acknowledges that Chapter 15 of Title 42 of the Louisiana Revised Statutes (La. R.S. 42:1101 et. seq., Code of Governmental Ethics) applies to the Contracting Party in the performance of services called for in this Agreement. The Contractor agrees to immediately notify the state if potential violations of the Code of Governmental Ethics arise at any time during the term of this Agreement.

Indemnification and Limitation of Liability. Neither party shall be 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 6.1 AFFILIATE agrees to eliminate or minimize the effect of such events upon performance of their respective duties under the contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmlessCAPITAL STACK and its affiliates, without limitationparents, stockholders, subsidiaries, officers, directors, members, managers, employees, agents, successors and assigns (such indemnified persons are collectively hereinafter referred to as “Indemnified Persons”), harmless from and against any and all damagesclaims, expenses (including reasonable attorneys’ fees), claims judgmentsdemands, liabilities and costs damages, of whatever kind and nature, including, but not limited to, actual attorney’s and court fees and costs, which any Indemnified Person may be fully assessed against the State in any action for infringement suffer, sustain, incur or become subject to arising out of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractorrelated to: (i) prompt written notice any failure by the AFFILIATE or any employee, agent, or affiliate of the AFFILIATE to comply with the terms of this Agreement; (ii) any warranty or representation made by the AFFILIATE or any employee, agent, or affiliate of the AFFILIATE being false or misleading; (iii) fraud or negligence of the AFFILIATE or its subcontractors, agents or employees; (iv) any alleged or actual violations by AFFILIATE or its subcontractors, employees, or agents of any actiongovernmental laws, claim or regulations; or (v) any governmental or NACHA inquiry or investigation related to AFFILIATE’s acts or omissions. AFFILIATE will promptly notify CAPITAL STACK of any claim, demand, suit or threat of infringement suitsuit of which AFFILIATE becomes aware which may give rise to a right of indemnification under this Agreement. CAPITAL STACK shall be entitled to participate in, or other suit, (ii) the opportunity to take over, settle the settlement or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall requiresuit. The Contractor provisions of this Section shall not be obligated to indemnify that portion survive the termination or expiration of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contractthis Agreement. In the event CAPITAL STACK suffers any loss, liability or damage relating, directly or indirectly, to an indemnified claim hereunder, CAPITAL STACK may withhold and set-off against any Compensation due to AFFILIATE under this Agreement until CAPITAL STACK has fully recovered the amount of such terminationloss, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against themdamage.

Indemnification and Limitation of Liability. Neither party Seller shall be 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 the contract. Contractor shall be fully liable for the actions of its agentsdefend, employees, partners or subcontractors and shall fully indemnify and hold Buyer and its officers, directors, contractor, agents and employees harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused liability asserted by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, from and against any and third parties (including all damages, expenses (including reasonable attorneys’ losses, costs and attorneys fees), claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement ) arising out of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice infringement by the Products of any actionintellectual property rights of any third party, claim including but not limited to patent rights, trademark rights, copyrights or threat of infringement suitother proprietary rights, or other suit, (ii) the opportunity to take overnegligence or willful misconduct of Seller, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance any breach of warranties, or (iv) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment caused solely and directly by the Products, and Seller shall have no obligation to indemnify Buyer for any claim or damage resulting from the selection, use, possession or modification of the Products by Buyer unless caused solely and directly by a defect in the defense of any such action at the expense of the ContractorProduct. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if Should the use of any item(s) Products by Buyer, its subcontractors, or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may customers be enjoined, Contractor shall have be threatened by injunction, or be the rightsubject of any legal proceeding related to or alleging the Product’s infringement of any patent or similar rights, Seller shall, at its own expense sole cost and sole discretion as expense, either (a) substitute fully equivalent non-infringing Products; (b) modify the state’s exclusive remedy to take action Products so that they no later than six longer infringe but remain fully equivalent in quality, performance and functionality; (6c) months after the issuance of an injunction in the following order of precedence: (i) to procure obtain for the State Buyer, its subcontractors, or customers the right to continue using such item(s) or part(s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performanceProducts; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (ivd) if none of the foregoing is commercially reasonablepossible, then provide monetary compensation to refund all amounts paid for the State up to the dollar amount infringing Products. Buyer shall defend, indemnify and hold Seller and its officers, directors, agents and employees harmless from liability asserted by third parties (including all damages, losses, costs and attorneys fees) arising out of the Contractnegligence or willful misconduct of Buyer. Any injunction that is issued against the State which prevents the State from utilizing the ContractorExcept with respect to Buyer’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the partiespayment obligations, neither party shall be liable to the other for specialfor, indirect or consequential damagesin the aggregate, including lost data or records, even if more than the party has been advised total of the possibility of such damages. Neither amounts actually paid by Buyer to Seller pursuant to this Agreement, and neither party shall be liable for lost profits, lost revenue or lost institutional operating savings. The State may, in addition to other remedies available to it at law or equity and upon notice to the Contractorother for any indirect, retain such monies from amounts due Contractorconsequential, special, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for punitive damages, penalties, costs including without limitations lost profits and the like asserted by or against themlost business.

Indemnification and Limitation of Liability. Neither In no event shall a Utility or any third party shall be liable acting on behalf of a Utility have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any delay loss or failure damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the Participating Contractor in performance beyond its control resulting from acts the Program or any other program of God or force majeurethe Utilities. The parties shall use reasonable efforts Participating Contractor hereby releases and discharges the Utilities and any third party acting on behalf of a Utility from all liability for such claims. The Participating Contractor shall, to eliminate or minimize the effect fullest extent permitted by law, assume all liability for and agrees to indemnify, defend (at the option of such events upon performance of their respective duties under the contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify a Utility) and hold harmless the State from suitsUtilities and any third party acting on behalf of a Utility and their respective affiliates, actionsofficers, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractordirectors, its agents, employeesservants, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend employees and hold the State harmless, without limitation, representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including reasonable attorneys’ 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, expenses, costs and fees), claims judgments, liabilities and costs which may be fully assessed against the State arising out of or in any action for infringement of a United States Letter Patent with respect way occurring incident to the products, materials performance of this Agreement and/or the acts or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense omissions of the Participating Contractor, its employees and/or subcontractors. Where a dispute or claim arises relative to a real or anticipated infringementAdditionally, the State may require the Participating Contractor at its sole expense, agrees to submit such information assume all liabilities or attorney’s fees and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless a Utility arising out of the basis on which efforts by a Utility to enforce the claim is madeprovisions of this section. Where used in this section, “the Participating Contractor’s liability for direct damages, ” shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable also include any subcontractor to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Participating Contractor, or may proceed against any person, firm or entity directly or indirectly employed by or under contract with either the performance and payment bondParticipating Contractor or subcontractor. The indemnification obligations of the Participating Contractor provided for herein shall apply irrespective of any partial or contributed negligence or alleged partial or contributed negligence of a Utility and/or any third party on behalf of a Utility, if any, except as may otherwise be necessary to satisfy required by applicable law. The indemnification obligations of the Participating Contractor provided for herein shall in all events survive performance of the other obligations of the Participating Contractor under this Agreement and shall survive termination of this Agreement for any claim for damages, penalties, costs and the like asserted by or against themreason.

Indemnification and Limitation of Liability. Neither party In no event shall be liable the 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 delay loss or failure damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the participating contractor in performance beyond its control resulting from acts of God or force majeurethe Residential Energy Efficient HVAC program. The parties shall use reasonable efforts participating contractor hereby releases and discharges the Utility and the implementing contractor from all liability for such claims. The participating contractor shall, to eliminate or minimize the effect of such events upon performance of their respective duties under the contract. Contractor shall be fully liable fullest extent permitted by law, assume all liability for the actions of its agentsand agree to indemnify, employees, partners or subcontractors and shall fully indemnify defend (at Utility’s option) and hold harmless the State from suitsUtility and the implementing contractor and their respective affiliates, actionsofficers, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractordirectors, its agents, employeesservants, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend employees and hold the State harmless, without limitation, representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including reasonable attorneys’ 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, expenses, costs and fees), claims judgments, liabilities and costs which may be fully assessed against the State arising out of or in any action for infringement of a United States Letter Patent with respect way occurring incident to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense performance of the ContractorAgreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Where a dispute or claim arises relative to a real or anticipated infringementAdditionally, the State may require the Contractor at its sole expense, participating contractor agrees to submit such information assume all liabilities or attorney’s fees and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless Utility arising out of the basis on which Utility’s efforts to enforce the claim is madeprovisions of this section. Where used in this section, the Contractor’s liability for direct damagesterm “participating contractor” shall also include any subcontractor or any person, shall be the greater of $100,000firm or entity directly or indirectly employed by or under contract with either participating contractor, the dollar amount subcontractor, or supplier to contractor. The indemnification obligations of the products participating contractor provided for herein shall apply irrespective of any partial or materialscontributed negligence or alleged partial or contributed negligence of the Utility and or implementing contractor, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable except to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bondextent, if any, as may be necessary to satisfy that the provisions of the Pennsylvania General Obligations Law requires otherwise. The participating contractor shall nevertheless remain liable hereunder on account of the negligence of a party other than the Utility and/or implementing contractor whether or not the Utility is partially negligent. The indemnification obligations of the participating contractor provided for herein shall in all events survive performance of the other obligations of the participating contractor under the Agreement and shall survive termination of the Agreement for any claim for damages, penalties, costs and the like asserted by or against themreason.

Indemnification and Limitation of Liability. Neither party shall be 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 the contractContract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State and its Authorized Users from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. {Rework this} If applicable, Contractor shall 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 claims, judgments, liabilities and costs which may be fully finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contractProducts furnished, or of any copyright copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s 's sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State or its Authorized Users may require the Contractor Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s Authorized User's unauthorized modification or alteration of the products a Product, Material or materialsService; (ii) the State’s Authorized User's use of the products or materials Product in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them.;

Indemnification and Limitation of Liability. Neither party shall be liable for any delay or failure in performance beyond (a) Seller covenants and agrees at all times to defend, protect, hold harmless and indemnify Buyer, 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 parent and Affiliates, and its and their respective duties under the contract. Contractor shall be fully liable for the actions of its agentsdirectors, officers, employees, partners or subcontractors successors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, assigns from and against any and all damageslosses, costs and expenses arising (a) from any and all claims for loss, damage (including reasonable attorneys’ feesbut not limited to property damage) or injury made against Buyer (“Claims”) and from and against any suits, actions, or legal proceedings of any kind brought against Buyer (“Actions”), claims judgments, liabilities and costs which may be fully assessed against the State so long as such Claims and/or Actions are made and/or brought on account of any damages incurred and/or injuries received or sustained by any person or persons or entity or entities in any action for infringement manner (howsoever arising, including without limitation, by reason of a United States Letter Patent with respect to the productsnegligence, materials violation of law, violation of these Terms and Conditions, breach of warranty, defect in design, material or services furnished by the Contractor under its bid response workmanship or otherwise, and the contracteven though strict liability be claimed), directly or indirectly caused by, incident to, or growing out of defects in the design, manufacture, or materials used in the goods supplied, negligence in the manufacture, or provision of the goods supplied, or performance of any copyright trademarkservices hereunder. If directed by Buyer, trade secret or intellectual property right, provided that Seller shall take upon itself the State shall give the Contractor: (i) prompt written notice defense and/or settlement of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend all such action, claim or suit at Contractor’s sole expense, Claims and (iii) assistance in the defense of any Actions, and to pay all judgments entered in such action at the expense of the Contractorsuit, suits or legal proceedings, and all attorneys’ fees and other expenses. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the rightSeller, at its own expense discretion, may elect to defend or settle a Claim and/or Action. However, Seller agrees that in any instance where such Claim and/or Action in any way affects Buyer’s interest under this Agreement or otherwise, Seller shall not consummate any settlement without Buyer’s prior written consent. Seller’s covenants of indemnity herein shall continue in full force and sole discretion as effect notwithstanding the statetermination or expiration of this Agreement or PO under the Agreement. Seller’s exclusive remedy to take action no later than six (6) months after the issuance obligations under this section are contingent upon Buyer providing Seller prompt notice of an injunction 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 modify the component any Claim and/or Action and all necessary information and assistance so that it becomes non-infringing equipment of at least equal quality and performance; Seller may defend or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contractsettle such Claim and/or Action. In the event that the damages and/or injuries that is/are the subject of such terminationa Claim or Action against Buyer is/are caused jointly or concurrently by Seller and Buyer, the State will Claim(s) and/or Action, including but not be obligated limited to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”defense, and regardless resolution, settlement, or verdict of the basis on which the claim is made, the Contractor’s liability for direct damagessaid Claim(s) and/or Action(s), shall be the greater of $100,000, the dollar amount of the products borne by Seller and Buyer in proportion to their negligence or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against themfault.

Indemnification and Limitation of Liability. Neither party shall be 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 the contractthis Agreement. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, subcontractors in the performance of the contract this contract, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall will indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ ' fees), claims judgments, liabilities and costs which may be fully finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the productsProducts, materials Materials or services furnished by the Contractor under its bid response and the contractServices furnished, or of any copyright copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s 's sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products a Product, Material or materialsService; (ii) the State’s use of the products or materials Service in combination with other products products, materials, or materials services not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s 's exclusive remedy to take action no later than six (6) months after the issuance of an injunction in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part(spart (s) thereof, as applicable; (ii) to modify the component so that it becomes non-non- infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract Agreement as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materialsContract, or two (2) times the charges for services rendered by the Contractor under the contractContract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or recordsrecords (unless the Contractor is required to back-up the data or records as part of the work plan), even if the 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 may, in addition to other remedies available to it them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. CODE OF ETHICS: The contractor acknowledges that Chapter 15 of Title 42 of the Louisiana Revised Statutes (La. R.S. 42:1101 et. seq., Code of Governmental Ethics) applies to the Contracting Party in the performance of services called for in this Agreement. The Contractor agrees to immediately notify the state if potential violations of the Code of Governmental Ethics arise at any time during the term of this Agreement.

Indemnification and Limitation of Liability. Neither party shall be 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 the contractthis Agreement. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from third party suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, subcontractors in the performance of the contract this Agreement, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall will indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ ' fees), claims judgments, liabilities and costs which may be fully finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the productsProducts, materials Materials or services furnished by the Contractor under its bid response and the contractServices furnished, or of any copyright copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s 's sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products a Product, Material or materialsService; (ii) the State’s use of the products or materials Service in DocuSign Envelope ID: 52CDAEBB-88B1-473E-9332-0F2F246D2420 combination with other products products, materials, or materials services not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion discretion, as the state’s 's exclusive remedy to take action no later than six (6) months after the issuance of an injunction in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part(spart (s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract Agreement as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materialsContract, or two (2) times the charges for services rendered by the Contractor under the contractContract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or recordsrecords (unless the Contractor is required to back-up the data or records as part of the work plan), even if the 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 may, in addition to other remedies available to it them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them.

Indemnification and Limitation of Liability. Neither In no event shall O&R or any third party shall be liable acting on behalf of O&R have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any delay loss or failure damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the Participating Contractor in performance beyond its control resulting from acts of God the Program or force majeureany O&R’s programs. The parties shall use reasonable efforts Participating Contractor hereby releases and discharges O&R and any third party acting on behalf of O&R from all liability for such claims. The Participating Contractor shall, to eliminate or minimize the effect of such events upon performance of their respective duties under the contract. Contractor shall be fully liable fullest extent permitted by law, assume all liability for the actions of its agentsand agrees to indemnify, employees, partners or subcontractors and shall fully indemnify defend (at O&R’s option) and hold harmless the State from suitsO&R and any third party acting on behalf of O&R and their respective affiliates, actionsofficers, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractordirectors, its agents, employeesservants, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend employees and hold the State harmless, without limitation, representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including reasonable attorneys’ 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, expenses, costs and fees), claims judgments, liabilities and costs which may be fully assessed against the State arising out of or in any action for infringement of a United States Letter Patent with respect way occurring incident to the products, materials performance of this Agreement and/or the acts or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense omissions of the Participating Contractor, its employees and/or subcontractors. Where a dispute or claim arises relative to a real or anticipated infringementAdditionally, the State may require the Participating Contractor at its sole expense, agrees to submit such information assume all liabilities or attorney’s fees and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by O&R arising out of O&R’s efforts to enforce the provisions of this section. Where used in this section, “the Participating Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, ” shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable also include any subcontractor to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Participating Contractor, or may proceed against any person, firm or entity directly or indirectly employed by or under contract with either the performance and payment bondParticipating Contractor or subcontractor. The indemnification obligations of the Participating Contractor provided for herein shall apply irrespective of any partial or contributed negligence or alleged partial or contributed negligence of O&Rand/or any third party on behalf of O&R, if any, except as may otherwise be necessary to satisfy required by applicable law. The indemnification obligations of the Participating Contractor provided for herein shall in all events survive performance of the other obligations of the Participating Contractor under this Agreement and shall survive termination of this Agreement for any claim for damages, penalties, costs and the like asserted by or against themreason.

Indemnification and Limitation of Liability. Neither party The Fund covenants and agrees to indemnify and to hold the Agent harmless against any costs, expenses (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 the Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Agent as a result of, or 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 liable for entitled to participate as its own expense in the defense of any delay such claim 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 proceeding, and, if it so elects at any time after receipt of such events upon performance notice, it may assume the defense of their respective duties under any suit brought to enforce any such claim or of any other legal action or proceeding. For the contractpurposes 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 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 claim, demand, action, suit, proceeding or investigation. Contractor Agent shall be fully liable responsible for the actions of its agents, employees, partners or subcontractors and shall fully 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 attributable to Agent’s refusal or failure to comply with the State from suitsterms of this Agreement, actions, damages and costs or which arise out of every name and description relating to personal injury and damage to real Agent’s negligence or personal tangible property caused by the Contractor, its agents, employees, partners willful misconduct or subcontractors, in the performance which arise out of the contract without limitationbreach of any representation or warranty of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that the Contractor shall not indemnify for that portion Agent’s aggregate liability during any term of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ fees), claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to the productsbe provided under this Agreement, materials or services furnished by the Contractor under its bid response and the 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 including reimbursable expenses. Promptly after the receipt by the Fund of notice of any copyright trademark, trade secret demand or intellectual property right, provided that claim or the State shall give the Contractor: (i) prompt written notice commencement of any action, claim or threat of infringement suit, proceeding or other suitinvestigation, (ii) the opportunity Fund shall, if a claim in respect thereof is to take overbe made against the Agent, settle or defend such action, claim or suit notify the Agent thereof in writing. The Agent shall be entitled to participate at Contractor’s sole expense, and (iii) assistance 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 at or proceeding. For the expense purposes of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringementthis Section 11, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim term “expense or dispute based upon: (i) the State’s unauthorized modification loss” means any amount paid or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary payable to satisfy any claim for damagesclaim, penaltiesdemand, action, suit or proceeding settled with the express written consent of the Fund, and all reasonable costs and the like asserted by expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against themany such claim, demand, action, suit, proceeding or investigation.

Indemnification and Limitation of Liability. Neither party shall be 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 the this contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the this contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ fees), claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the stateState’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractormaterial. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them.

Indemnification and Limitation of Liability. Neither In no event shall Con Xxxxxx or any third party shall be liable acting on behalf of Con Xxxxxx have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any delay loss or failure damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the Participating Contractor in performance beyond its control resulting from acts of God the Program or force majeureany Con Xxxxxx’s programs. The parties shall use reasonable efforts Participating Contractor hereby releases and discharges Con Edison and any third party acting on behalf of Con Xxxxxx from all liability for such claims. The Participating Contractor shall, to eliminate or minimize the effect of such events upon performance of their respective duties under the contract. Contractor shall be fully liable fullest extent permitted by law, assume all liability for the actions of its agentsand agrees to indemnify, employees, partners or subcontractors and shall fully indemnify defend (at Con Xxxxxx’s option) and hold harmless the State from suitsCon Edison and any third party acting on behalf of Con Edison and their respective affiliates, actionsofficers, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractordirectors, its agents, employeesservants, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend employees and hold the State harmless, without limitation, representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including reasonable attorneys’ 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, expenses, costs and fees), claims judgments, liabilities and costs which may be fully assessed against the State arising out of or in any action for infringement of a United States Letter Patent with respect way occurring incident to the products, materials performance of this Agreement and/or the acts or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense omissions of the Participating Contractor, its employees and/or subcontractors. Where a dispute or claim arises relative to a real or anticipated infringementAdditionally, the State may require the Participating Contractor at its sole expense, agrees to submit such information assume all liabilities or attorney’s fees and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by Con Xxxxxx arising out of Con Xxxxxx’s efforts to enforce the provisions of this section. Where used in this section, “the Participating Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, ” shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable also include any subcontractor to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Participating Contractor, or may proceed against any person, firm or entity directly or indirectly employed by or under contract with either the performance and payment bondParticipating Contractor or subcontractor. The indemnification obligations of the Participating Contractor provided for herein shall apply irrespective of any partial or contributed negligence or alleged partial or contributed negligence of Con Edison and/or any third party on behalf of Con Xxxxxx, if any, except as may otherwise be necessary to satisfy required by applicable law. The indemnification obligations of the Participating Contractor provided for herein shall in all events survive performance of the other obligations of the Participating Contractor under this Agreement and shall survive termination of this Agreement for any claim for damages, penalties, costs and the like asserted by or against themreason.

Indemnification and Limitation of Liability. Neither party shall be 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 the contractthis Agreement. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, subcontractors in the performance of the contract this contract, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due solely to the negligent act or failure to act of the State. Contractor shall will indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ ' fees), claims judgments, liabilities and costs which may be fully finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the productsProducts, materials Materials, or services furnished by the Contractor under its bid response and the contractServices furnished, or of any copyright copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s 's sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) upon the State’s unauthorized modification or alteration of the products a Product, Material, or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environmentService. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part(spart (s) thereof, as applicable; (ii) to modify the component so that it becomes non-non- infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract Agreement as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, 100,000 the dollar amount of the products or materialsContract, or two (2) times the charges for products, materials, or services rendered by the Contractor under the contractContract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or recordsrecords (unless the Contractor is required to back-up the data or records as part of the work plan), even if the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, lost revenue profits or lost institutional operating savings. The State may, in addition to other remedies available to it them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or and may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them.

Indemnification and Limitation of Liability. Neither party shall be 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 the contract. Contractor shall be fully liable for the actions of its agentsdefend, employees, partners or subcontractors and shall fully indemnify and hold harmless the State City from suitsall losses, actions, damages claims, costs, damages, attorneys' fees and costs all other liabilities and expenses of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in any kind from any source which may arise out of the performance of the contract without limitation; providedthis Agreement, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to caused by the negligent act or failure to act of the StateContractor, its officers, employees, servants, subcontractors or agents, or if caused by Contractor's performance under this Agreement as well as the performance of Contractor's employees, agents representative and subcontractors. Contractor shall indemnifyThe lf City suffers Losses (regardless of whether such Loss is based on breach of contract, defend and hold the State harmlesstort, without limitationstrict liability, from and against any and all damagesbreach of warranties, expenses (including reasonable attorneys’ fees)failure of essential purpose, claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement statutory liability or othe1wise) as a result of a United States Letter Patent Contractor's breach of its obligations hereunder with respect to Services performed pursuant to a Schedule, Contractor will be liable to City up to an amount equal to the products, materials or services furnished by Contract Price. The limitations on Contractor's liability contained in the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractorparagraph immediately above will not apply to Losses arising from: (i) prompt written notice of any actionContractor's willful, claim fraudulent or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materialscriminal misconduct; (ii) the State’s use Contractor's breach of the products confidentiality provisions of this Agreement resulting in unauthorized use, access or materials in combination with other products or materials not furnished by the Contractordisclosure of Confidential Information; (iii) bodily injury, including death, or damage to tangible personal or real property incurred while Contractor is performing the State’s use of the products or materials in other than the specified operating conditions Services and environment. In addition to the foregoing, if extent caused by the use negligent or willful acts or omissions of any item(s) Contractor's personnel or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have agents in performing the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 applicableServices; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none the infringement of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount proprietary rights of a third party by use of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the ContractContractor Information contemplated hereunder. In the no event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither either party shall be liable to the other party for incidental, consequential, special, indirect or consequential damagespunitive damages (itic]xxxxx loss of profits, including lost data data, business or recordsgoodwill, or government fines, penalties, taxes, or filing fees), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose, statutory liability or otherwise, and even if the party has been advised of the possibility likelihood of such damages. Neither party shall Notwithstanding Lhe foregoing, as applicable to the City and the Services, Contractor will not be liable to City for lost profitsany amounts for which City or any of its employee benefits plans would have been responsible to pay irrespective of any act, lost revenue error or lost institutional operating savingsomission by Contractor, including interest adjustments. The State may, in addition parties agree that each party's obligation to indemnify the other remedies available pursuant to it at law or equity and upon notice this Section is subject to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if anyeach party's agreement lo use reasonable efforts to mitigate its own, as may be necessary to satisfy any claim for well as the other party's, liability, damages, penalties, costs and the like asserted by or against them.other losses suffered in connection with and arising out of this Agreement,

Indemnification and Limitation of Liability. Neither party shall be 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 the contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor CentralSquare shall indemnify, defend and hold harmless Customer from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or actions caused to the State harmlessextent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. Notwithstanding the foregoing, the aggregate liability of CentralSquare for any reason and upon any cause of action of claim, including, without limitation, from CentralSquare’s obligation to indemnify and against any and all damageshold harmless under this agreement, expenses (including reasonable attorneys’ fees), claims judgments, liabilities and costs shall be limited to direct damages which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: exceed (i) the State’s unauthorized modification or alteration amount of the products fees paid for the portion of the System giving rise to such claims in the aggregate, including, without limitation, breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentations, and other torts; or materials; (ii) for claims arising under annual maintenance, the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained maintenance fees paid for the State or provided to the State one of the alternatives set forth term in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is madearises. IN NO EVENT SHALL CENTRALSQUARE, the Contractor’s liability for direct damagesITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, shall be the greater of $100,000LOST SAVINGS, the dollar amount of the products or materialsLOST DATA, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the partiesLOST OR DAMAGED SOFTWARE, neither party shall be liable to the other for specialOR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, indirect or consequential damagesOR OTHERWISE RELATED TO THIS AGREEMENT, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against themREGARDLESS OF WHETHER CENTRALSQUARE HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

Indemnification and Limitation of Liability. Neither party In no event shall be liable the 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 delay loss or failure damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the participating contractor in performance beyond its control resulting from acts of God or force majeurethe Residential Energy Efficient Products - Heat Pump Water Heater Program. The parties shall use reasonable efforts participating contractor hereby releases and discharges the Utility and the implementing contractor from all liability for such claims. The participating contractor shall, to eliminate or minimize the effect of such events upon performance of their respective duties under the contract. Contractor shall be fully liable fullest extent permitted by law, assume all liability for the actions of its agentsand agree to indemnify, employees, partners or subcontractors and shall fully indemnify defend (at Utility’s option) and hold harmless the State from suitsUtility and the implementing contractor and their respective affiliates, actionsofficers, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractordirectors, its agents, employeesservants, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend employees and hold the State harmless, without limitation, representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including reasonable attorneys’ 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, expenses, costs and fees), claims judgments, liabilities and costs which may be fully assessed against the State arising out of or in any action for infringement of a United States Letter Patent with respect way occurring incident to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense performance of the ContractorAgreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Where a dispute or claim arises relative to a real or anticipated infringementAdditionally, the State may require the Contractor at its sole expense, participating contractor agrees to submit such information assume all liabilities or attorney’s fees and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless Utility arising out of the basis on which Utility’s efforts to enforce the claim is madeprovisions of this section. Where used in this section, the Contractor’s liability for direct damagesterm “participating contractor” shall also include any subcontractor or any person, shall be the greater of $100,000firm or entity directly or indirectly employed by or under contract with either participating contractor, the dollar amount subcontractor, or supplier to contractor. The indemnification obligations of the products participating contractor provided for herein shall apply irrespective of any partial or materialscontributed negligence or alleged partial or contributed negligence of the Utility and or implementing contractor, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable except to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bondextent, if any, as may be necessary to satisfy that the provisions of the Maryland General Obligations Law requires otherwise. The participating contractor shall nevertheless remain liable hereunder on account of the negligence of a party other than the Utility and/or implementing contractor whether or not the Utility is partially negligent. The indemnification obligations of the participating contractor provided for herein shall in all events survive performance of the other obligations of the participating contractor under the Agreement and shall survive termination of the Agreement for any claim for damages, penalties, costs and the like asserted by or against themreason.

Indemnification and Limitation of Liability. Neither party shall be liable for any delay or failure Notwithstanding anything to the contrary 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 the contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractorsthis Quilt Agreement, in the performance of the contract without limitation; provided, however, that the Contractor no event shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ fees), claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall either Party be liable to the other Party (or to any Authorized Buyer) under this Agreement or any other agreement executed between Provider and Authorized Buyer for any damages whether incidental, direct, indirect, special, indirect consequential, exemplary, or consequential damagespunitive, including lost data arising out of or recordsrelating to this Agreement or any of the services provided pursuant hereto, even if regardless of whether the party has respective Parties’ had been advised of or could have foreseen the possibility of such damages. Neither party shall be liable Other than for lost profitsclaims caused by or arising by the intentional act or omission of The Quilt, lost revenue or lost institutional operating savings. The State mayProvider agrees, in addition to other remedies available to it at law or equity and upon notice notwithstanding any provision to the Contractorcontrary as set forth in this Agreement, retain such monies to indemnify, defend and hold The Quilt, its officer, directors, employees, members, agents, contractors, successors and assigns harmless from amounts due Contractorand against all loss, damage, liability, cost and expense (including reasonable attorney fees and expenses) by reason of any claims or actions by any third party arising out of this Agreement or any separate written agreement between the Provider and any Authorized Buyer for the provision of Services. Provider further acknowledges and agrees that The Quilt shall not provide any indemnification to the Provider, its affiliates, officers, directors, employees, agents and contractors, successors, or may proceed against assigns, or to Authorized Buyers. Further, by executing this Agreement for the performance benefit of the Authorized Buyers, Provider agrees and payment bondacknowledges that The Quilt shall not assume any fiscal, if anylegal or other responsibility to Provider or Authorized Buyers for the actual purchasing, as may contracting, engineering, or ongoing service arrangements, all of which must be necessary executed in a separate agreement pursuant to satisfy any claim for damages, penalties, costs and the like asserted by or against themSection 2 hereof.

Indemnification and Limitation of Liability. Neither party a) Contractor, at its expense, shall be 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 the contract. Contractor shall be fully liable for the actions of its agentsprotect, employeesdefend, partners or subcontractors and shall fully indemnify indemnify, and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, all Squan Indemnified Parties from and against any and all damagesclaims, expenses (including liabilities, suits, losses, allegations, demands, fines, damages and expenses, including, without limitation, reasonable attorneys’ fees), claims judgments, liabilities attorney’s fees and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect (collectively referred to the productsas “Claims”) arising from, materials or services furnished by the Contractor under its bid response and the contractcaused by, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractorand/or related to: (i) prompt written notice any claim of personal injury (including death) or damage to any actionreal and/or personal property, claim or threat of infringement suitarising from, caused by, and/or relating to any act, error, omission, or other suitnegligence of Contractor, its employee, agent, and/or subcontractor (ii) the opportunity to take overwhether caused by Contractor or any of its subcontractors, settle or defend such action, claim anyone directly or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute indirectly engaged by them or claim arises relative to a real or anticipated infringement, the State anyone for whose acts they may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materialsliable); (ii) the State’s use any claim arising from, related to, and/or caused by any breach of the products this Agreement or materials in combination with other products or materials not furnished any purchase order by the Contractor, its employee, agent, and/or subcontractor; (iii) Contractor’s or any of its employee’s, agent’s, or subcontractor’s failure to comply with any law or regulation applicable to Contractor’s performance under this Agreement and any purchase order and/or the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use provision of any item(s) services under this Agreement or part(s) thereof shall be enjoined for any reason purchase order, and/or the performance of any Services or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 applicableInstallation; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such terminationrelationship with its employees, subcontractors, and/or vendors including, without limitation, the State will failure of Contractor to make prompt and proper payment to any employee or subcontractor and/or for any materials or equipment; (v) Contractor’s loss of and/or damage to any equipment, materials, and/or supplies provided or made accessible by Squan or any Operator or customer; and/or (vi) any negligence or willful or intentional misconduct of Contractor or any of its employees, agents, or subcontractors. The indemnification obligations under this Section shall not be obligated to compensate the limited by a limitation on amount or type of damages, compensation or benefits payable by or for Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the or Contractor’s liability for direct damagessubcontractors under any worker’s compensation act, shall be the greater of $100,000disability benefit, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the and/or other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against thememployee benefit.

Indemnification and Limitation of Liability. Neither party i) To the fullest extent permitted by law, Grantee shall be 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 the contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suitsCommonwealth, actionsthe Mass Tech Collaborative, damages and costs each of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its their respective agents, employeesofficers, partners or subcontractorsdirectors and employees (together with the Commonwealth and the Mass Tech Collaborative, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and hold the State harmless, without limitation, “Covered Persons”) from and against any and all liability, loss, claims, damages, expenses (including reasonable attorneys’ fees), claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction 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 modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s product in excess of six (6) months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate the Contractor for any costs incurred by the Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two (2) times the charges for services rendered by the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records, even if the 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 may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damagesfines, penalties, costs and the like asserted expenses (including reasonable attorney’s fees), judgments and awards (collectively, “Damages”) sustained, incurred or suffered by or imposed upon any Covered Person resulting from (i) any breach of this Agreement or false representation of Grantee under this Agreement, or (ii) any negligent acts or omissions or reckless misconduct of Grantee. Without limiting the foregoing, Grantee shall indemnify and hold harmless each Covered Person against themany and all Damages that may arise out of or are imposed because of the failure to comply with the provisions of applicable law by Grantee or any of its agents, officers, directors, employees or subcontractors. The foregoing notwithstanding, Grantee shall not be liable for (i) any Damages sustained, incurred or suffered by or imposed upon any Covered Person resulting from any negligent acts or omissions or reckless misconduct of the Mass Tech Collaborative, and (ii) except for liability for death or personal injury caused by the negligence or willful misconduct of the Grantee or for claims of infringement of a third party’s intellectual property by Grantee, the aggregate liability of Grantee under this Agreement shall not exceed the greater of the amount of the Grant or the amount recovered under any applicable insurance coverage.