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Professio_.nal Services. _A~eement
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<br />Page 7
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<br />10.
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<br />INDEMNITIES. To the fullest extent perm/tted by law, ProSource shall indemnify and save harmless CLIENT from and
<br />against loss, liability, and damages sustained by CLIENT, its agents, employees, and representatives by reason of injury, or death
<br />to persons or damage to tangible property to the extent caused directly by the willful misconduct or failure to adhere to the
<br />standard of care described in Paragraph 1 above of ProSource, its agent or employees.
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<br />To the fullest extent permitted by taw, CLIENT shall defend, indemnify, and save'harmless ProSource, its agents, employees,
<br />and representatives from and against loss, liability, and damages (including reasonable litigation costs) arising from or relating
<br />to claims for injury or death to persons, damages to tangible property, or other losses, alleged to be caused by any of the
<br />following: (a) any substance, condition, element, or mater/al or any combination of the foregoing (i) produced, emitted or
<br />released from Project (ii) tested by ProSource under this Agreement, or (iii) used or incorporated by ProSource in the Services;
<br />or (b) operation or management of the Project. CLIENT also agrees to require its construction contractor, if any, to include
<br />ProSource as an indemnitee under indenmification obligation to CLIENT.
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<br />1i. LIMITATIONS OF LIABILITY. No employee or agent of ProSource shall have individual liability to Client.
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<br />I9.
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<br />CLIENT agrees that, to the fullest extent permitted by law, ProSource's liability to' CLIENT for any and all injuries, claims,
<br />losses, expenses or damages whatsoever arising out of or in any way related to the Project or this Agreement from any causes
<br />including, but not limited to, ?roSource's negligence, errors, omissions, strict liability, or breach of contract shall not exceed the
<br />total compensation received by ProSource under this Agreement. If CLIENT desires a limit of liability greater than that provided
<br />above, CLIENT and ProSource shall include in Part III of this Agreement the amount of such limit and the additional
<br />compensation to be paid to ?roSource for assumption of such additional risk.
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<br />IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL ProSource BE LIABLE TO CLIENT FOR
<br />CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PU2qlTIVE DAMAGES.
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<br />ACCESS. CLIENT shall provide ProSource safe access to any premises necessary for ProSource to provide services.
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<br />REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other deliverables, including electronic
<br />media, pertaining to the Project by CLIENT for any purpose other than that for which such documents or deliverables were
<br />originally prepared, or alteration of such documents or deliverables without written verification or adaptation by ProSource for
<br />the specific purpose intended, shall be at the CLIENT's risk. CLIENT agrees to defend, indemnify, and hold harmless ProSource
<br />from all claims, damages, and expenses (including reasonable litigation costs), arising out of such reuse or alteration by CLIENT
<br />or others acting through CLIENT.
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<br />AMENDMENT. This Agreement, upon execution by both parties hereto, can be amended only by a written instrument
<br />signed by both parties.
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<br />ASSIGNMENT. Except for assignments (a) to entities which control, or are controlled by, the parties hereto or (b)
<br />resulting from operation oflaw, the rights and obligations of this Agreement cannot be assigned by either party without written
<br />· permission of the other party. This Agreement shall be binding upon and inure to the benefit of any permitted assigns.
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<br />STATUTES OF LIMITATION. To the fullest extent permitted by law, parties agree that, except for indemnification,
<br />the time period for bringing claims under this Agreement shall expire one (1) year after Project completion.
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<br />PREVAILING PARTY LITIGATION COSTS. In the event any actions are brought to enforce this Agreement,
<br />the prevailing party shall be entitled to collect its litigation costs from the other party.
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<br />NO WAIVER. No waiver by either party of any default by the other party in the performance of any particular section of
<br />this Agreement shall invalidate any other section of this Agreement or operate as a waiver of any future default, whether like
<br />or different in character.
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<br />NO THIRD-PARTY BENEFICIARY. Nothing contained in this Agreement, nor the per~tbrmance of the parties
<br />hereunder, is intended to benefit, nor shall inure to the benefit ct; any third party, including CLIENT's contractors, if any.
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<br />_8~r._oSource Technologies, Inc.
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<br />June 21,200!.
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