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<br />' Corporate Purchasing A~reemerzt Cor fclential pa~e__12
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<br />to receive advertisements, market media and
<br />publication materials from Supplier or Supplier'
<br />Affiliates, subcontractors or vendors by mail, e-
<br />mail or facsimile.
<br />16.0 INDEb1NIFICATION.
<br />The Indemnifying Party shall defend, indenmify,
<br />and hold harmless the Indemnified Party from
<br />and against Indemnified Harm that arise from or
<br />relate to third Party claims or suits against an
<br />Indemnified Party to the extent directly or
<br />indirectly caused by the Indemnifying Party's
<br />negligent acts or omissions, willful misconduct
<br />or fraud in connection with this Agreement that
<br />cause or contribute to an Indemnifiable Claim.
<br />The Indemnified Party agrees to give the
<br />Indemnifying Party prompt written notice of any
<br />third party claim (provided, however, that such
<br />notice shall not be a condition to the
<br />Indemnifying Party's indemnity obligations
<br />hereunder unless the Indemnifying Party is
<br />materially and adversely affected by the
<br />Indemnified Party's failure or delay in giving
<br />such notice). If the Indemnifying Party has
<br />reconfirmed, in writing and in a timely manner,
<br />its obligations to indemnify the Indemnified
<br />Party for a particular third party claim and the
<br />Indemnifying Party has provided the
<br />Indemnified Party with assurances satisfactory
<br />to the Indemnified Party that the Indemnifying
<br />Party has sufficient resources to satisfy its
<br />indemnity obligations hereunder the Indemnified
<br />Party will allow the Indemnifying Party to
<br />control the defense of such third party claim as
<br />long as the Indemnifying Party acts promptly
<br />and reasonably. The Indemnified Party will
<br />reasonably cooperate with the Indemnifying
<br />Party in the defense of such claim. Any
<br />settlement by the Indemnifying Party must be
<br />approved by the Indemnified Party, with such
<br />approval not to be unreasonably withheld if the
<br />hlderrrnified Party receives a complete release of
<br />any such Indemnifiable Claim. Notwithstanding
<br />anything herein stated, if in the Indemnified
<br />Party's reasonable judgment, the interests of the
<br />Parties conflict, the Indemnified Party may
<br />select, at the Indemnifying Party's expense, its
<br />counsel as long as the Indemnified Party
<br />provides the Indemnifying Party notice of such
<br />selection within ten (10) Business Days after
<br />receiving service of a summons and complaint.
<br />Further, notwithstanding anything herein stated,
<br />the Indemnified Party shall at all times have the
<br />right to fully participate in such defense at its
<br />own expense directly or through counsel;
<br />provided, however, if representation of both
<br />Parties by the same counsel wouid be
<br />inappropriate under applicable standards of
<br />professional conduct and either Party obtains a
<br />written legal opinion to such effect, then the
<br />reasonable expense of separate counsel for the
<br />Indemnified Party shall be paid by the
<br />Indemnifying Party.
<br />17.0 LIMITATION OF LIABILITY.
<br />Neither Party or its officers, directors, employees
<br />or Affiliates shall be liable to the other for any
<br />special, indirect, incidental, consequential,
<br />punitive or exemplary damages, including, but
<br />not limited to, lost profits, business interruption,
<br />loss of data or cost of cover, even if such Party
<br />alleged to be liable has lrnowledge of the
<br />possibility of such damages, provided, however,
<br />that the limitations set forth in this Section 17
<br />shall not apply to or in any way limit liabilities
<br />arising from a Party's gross negligence or willful
<br />misconduct or from the Non-Solicitation (Section
<br />12), Confidentiality (Section 14), Publicity, Press
<br />Releases and Advertisements (Section 15) or
<br />Indemnification (Section 16) obligations of either
<br />Party hereunder. Notwithstanding the foregoing,
<br />a Party's aggregate liability under this Agreement
<br />shall not exceed the total amount of consideration
<br />paid to the other Party under this Agreement.
<br />18.0 NOTICES.
<br />All Notices, consents or demands required or
<br />permitted to be given or made hereunder by a
<br />Party shall be in writing and, except as otherwise
<br />expressly provided herein, shall be deemed to
<br />have been given when received or refused, if
<br />made by hand delivery with signed receipt, or
<br />one (1) day after mailing by a nationally
<br />recognized overnight courier with signature
<br />required, postage prepaid, addressed to the other
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<br />F-7
<br />Attachment number 5
<br />Page 229 of 433
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