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p+sishtLabs
<br />DocuSign Envelope lD: E6745C80-3643-4199-8951-E269sAFFBBFB
<br />Term.
<br />Sectlon 10, INDEMNITYj LIMITATIoN OF LIABILITY.
<br />10,1 lndemnlfication of Company, 4Sight shall fully
<br />indemnify, defend and hold harmless Company, its
<br />affiliates, and their officers, directors, employees, agents,
<br />successors and assigns ("Company lndemnitees") from
<br />and agalnst any and all third party claims, damages,
<br />liabilities, losses, and expenses (including any and all
<br />reasonable attorney fees, expenses and costs) incurred by
<br />or asserted against any company lndemnitee due to: (a)
<br />any gross negligence acts or willful misconduct of 4Sight;
<br />and (b) violations of appllcable laws by 4Sight. ln the event
<br />of a Company lndemuitees, or if 4Sighi reasonably believes
<br />the Services owned by 4Sight may lnfrlnge or
<br />misappropriate the rights of a third party,45ight may, in lts
<br />sole discretion, and at no cost to Company lndemnitees,
<br />{a) modify Services owned by 4Sight so that it no longer
<br />lnfrlnges or misappropriates. (b) obtain a llcense for
<br />company lndemnitees' continued use of the Services
<br />owned by 4sight in accordance with thls MSA and any
<br />applicable Ordering Document, or (c) terminate this MSA
<br />upon thirty (30) days' prior written notlce and refund to
<br />company lndemnitees any prepaid fees coverlng the
<br />remainder of the term after the effective date of
<br />termination.
<br />1:0,2 lndemniflcation of ,$$iHht, To the extent
<br />permltted by applicable law, Company shall fully
<br />indernnlfy, defend and hold harmless 4Sight, lts affiliates,
<br />and thelr offlcers, dlrectors, employees, agents, successors
<br />and assigns ("4Slght lndemnltees") from and against any
<br />and all thlrd party clalms, darnages, liabilitles, losses, and
<br />expenses (including any and all reasonable attorney fees,
<br />expenses and costs) lncurred by or asserted agalnst any
<br /> Sight lndemnltee of whatever klnd or nature due to (a)
<br />the use of the Servlce, including use in any manner not
<br />otherwise permitted ln thls Agreement; (b) care and
<br />experlence of Monitored lndlvldual under Company's
<br />supervision lncluding but not limited to; the proper
<br />assessment, treatrnent, monitorlng and care of Monltored
<br />lndividual; the supervislon, qualification and actions of
<br />thelr respective caregivers, Company's employees,
<br />professlonals or other persons; (c) the acts and omissions
<br />of Company's employee, supervisors, agent, or
<br />representatives; {d) misuse of the Services or any
<br />component thereof; (e) any material breach under this
<br />MSA, or {f) a claim related to the gross negligence or willful
<br />misconduct of Company, its employees, or agents.
<br />L0.3 lndemnification P-rocedrrres- .lf any clalrn or
<br />action is asserted that would entitle a Party to
<br />indemniflcatlon pursuant to this Sectlon 10 (a
<br />"Proceedlng"), the Party who seeks indemnification will
<br />glve wrltten notlce thereof to the other Party (the
<br />"lndemnitor") prornptly {and in any event within fifteen
<br />(15) calendar days after the service of the citation or
<br />summons); provided, howeve6 that the fallure of the Party
<br />seeking indemnification to glve timely notice hereunder
<br />will not affect rights to indemniflcation hereunder, except
<br />to the extent that lndemnitor dernonstrates actual damage
<br />caused by such failure, lndemnitor may elect to direct the
<br />defense or settlement of any such Proceeding by glving
<br />written notice to the Party seeklng lndemnification, which
<br />election will be effective immediately upon receipt by the
<br />Party seeklng indemnification of such written notice of
<br />election, The lndemnitor will have the right to employ
<br />counsel reasonably acceptable to the Party seeking
<br />indemniflcation to defend any such Proceeding, or' to
<br />compromise, settle or otherwise dispose of the same, if
<br />the lnd€mnitor deems lt advisable to do so, all at the
<br />expr?nse of the lndernnitor; provlded that the lndemnitor
<br />will not settle, or conseot to any entry of Judgment in, any
<br />Proceedlng without obtaining either: (a) an unconditional
<br />release of the Party seeklng indemnification (and its
<br />Afflllates and each of their respectlve officers, directors,
<br />employees and agents) from all liability with respectto all
<br />claims underlying such Proceeding; or {b) the prior written
<br />consent of the Party seeking indernnification, The Parties
<br />will fully cooperate with each other ln any such Proceeding
<br />and will make available to each other any books or records
<br />usefu I for the defense of a ny such Proceeding.
<br />10.4 tMrTS q,F.-LJAB|LTTY OF 4StGHT.
<br />10.4.1 NEITHER PARTY SHALL BE LIABLE TO
<br />THE OTHER PARTY (OR TO ANy PERSON OR ENTtTy
<br />CLATMTNG THROUGH THE oTHER PARTY) FOR LOST
<br />pRoFlTs oR FoR SPECIAL, INCIDENTAL, tND|RECI
<br />CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT
<br />OF OR IN ANY MANNER CONNECTED WITH THE MSA OR
<br />THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM
<br />oF ACflON (WHETHER tN CONTRACI TORI BREACH OF
<br />WARRANTY OR OTHERWTSE), AND REGARDLESS OF
<br />WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF,
<br />OR OTHERWISE MIGHT HAVE ANTICIPATED, THE
<br />POSSIBILITY OF SUCH DAMAGES, 4SIGHT SHALL NO
<br />LlABrLrry ro CoMPANY (oR TO ANy PERSON OR ENTtTy
<br />ctAtMtNG THROUGH THE COMPANY) FOR ANy PERSONAL
<br />INJURY CLAIM BY MONITRED INDJVIDUAL.
<br />LO"4.2 EACH pARTy'S AGGREGATE, MAXTMUM
<br />LIABITITY TO THE OTIIER ARISING FROM OR RELATING TO
<br />THIS MSA, OUTSTDE OF ANY CONFtDENTtALtry
<br />OBLIGATIONS CONTAINED HEREIN, REGARDLESS OF THE
<br />FORM OF ACTTON (WHETHER tN CONTRACL TORI, BREACH
<br />oF WARRANTY OR OTHERWTSE), WLL NOT EXCEED THE
<br />FEES ACTUALLY PAID OR DUE TO 4SIGHT BY OR FROM
<br />CoMPANY W|TH RESPECT TO THE SrX (61 MONTH PERTOD
<br />PRECEDING THE DATE ON WHICHTHE CIAIM ARISES.
<br />10.4.3 Without limiting any other provision of
<br />thls MSA, 4Sight may lmmediately cease or refrain
<br />providing services provided for under this MSA in any
<br />geographic area if in sight' individual determination, the
<br />lmplementatlon or provislon of services is or might be in
<br />6735516v.4
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