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15.2.5.Any other provisions of the Agreement, including materials incorporated by reference16.INCOMEAny income earned by the SUB-RECIPIENT from the conduct of the SOW (e.g., sale of publications,registration fees, or service charges) must be accounted for, reported to WTSC, and that income must beapplied to project purposes or used to reduce project costs.17.INDEMNIFICATION17.1.To the fullest extent permitted by law, the SUB-RECIPIENT shall indemnify and hold harmless theWTSC, its officers, employees, and agents, and process and defend at its own expense any and all claims,demands, suits at law or equity, actions, penalties, losses, damages, or costs of whatsoever kind(“claims”) brought against WTSC arising out of or in connection with this Agreement and/or the SUB-RECIPIENT’s performance or failure to perform any aspect of the Agreement. This indemnity provisionapplies to all claims against WTSC, its officers, employees, and agents arising out of, in connection with,or incident to the acts or omissions of the SUB-RECIPIENT, its officers, employees, agents, contractors,and subcontractors. Provided, however, that nothing herein shall require the SUB-RECIPIENT to indemnifyand hold harmless or defend the WTSC, its agents, employees, or officers to the extent that claims arecaused by the negligent acts or omissions of the WTSC, its officers, employees or agents; and providedfurther that if such claims result from the concurrent negligence of:(a) the SUB-RECIPIENT, its officers, employees, agents, contractors, or subcontractors, and(b) the WTSC, its officers, employees, or agents, or involves those actions covered by RCW 4.24.115, theindemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence ofthe SUB- RECIPIENT, its officers, employees, agents, contractors, or subcontractors.17.2.The SUB-RECIPIENT agrees that its obligations under this Section extend to any claim, demandand/or cause of action brought by, or on behalf of, any of its employees or agents in the performance ofthis agreement. For this purpose, the SUB- RECIPIENT, by mutual negotiation, hereby waives with respectto WTSC only, any immunity that would otherwise be available to it against such claims under theIndustrial Insurance provisions chapter 51.12 RCW.17.3.The indemnification and hold harmless provision shall survive termination of this Agreement.18.INDEPENDENT CAPACITYThe employees or agents of each party who are engaged in the performance of this Agreement shallcontinue to be employees or agents of that party and shall not be considered for any purpose to beemployees or agents of the other party.19.INSURANCE COVERAGE19.1.The SUB-RECIPIENT shall comply with the provisions of Title 51 RCW, Industrial Insurance, ifrequired by law.19.2.If the SUB-RECIPIENT is not required to maintain insurance in accordance with Title 51 RCW, prior toPage 10 of 21
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