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5
<br />Services Agreement
<br />(b) any and all claims, actions, suits, proceedings, demands, assessments, judgments, costs
<br />and legal and other expenses arising from third parties or incident to any of the matters in
<br />Section 5.1(a), except to the extent caused or contributed by breach of any provision of
<br />this Agreement by the Owner, its directors, officers, employees, agents or representatives
<br />or any negligent act, omission or willful misconduct of or by any of them.
<br />5.2 Indemnification by Owner
<br />The Owner will indemnify and save harmless the Contractor and all of its directors, officers, employees,
<br />agents, representatives and indemnities, from and against all claims, demands, causes of action, suits,
<br />losses, damages and costs, liabilities, expenses and judgments (including all actual legal costs) which the
<br />indemnified Parties incur, suffer or are put to arising out of or in connection with:
<br />(a) any failure, breach, misrepresentation, breach of representation or warranty, or
<br />nonfulfillment of any covenant or obligation on the part of the Owner under this Agreement;
<br />(b) any wrongful or negligent act of the Owner or any official, employee, agent of the Owner
<br />(other than the Contractor and its subcontractors); and
<br />(c) any and all claims, actions, suits, proceedings, demands, assessments, judgments, costs
<br />and legal and other expenses arising from or incident to any of the matters in Section
<br />5.2(a), except to the extent caused or contributed by breach of any provision of this
<br />Agreement by or any negligent act, omission or willful misconduct of or by the Contractor,
<br />its directors, officers, employees, agents or representatives, indemnities or any of them.
<br />5.3 Insurance
<br />The Contractor will at its own cost and expense at all times during the term of this Agreement maintain
<br />adequate and appropriate insurance needed to perform the Services. Proof of insurance will be provided
<br />to the Owner upon request.
<br />5.4 No Consequential Damages
<br />The liability of each Party with respect to a claim against the other under this Agreement is limited to direct
<br />damages only and neither Party will have any liability whatsoever for consequential or indirect loss or
<br />damage (such as, but not limited to, claims for loss of profit, revenue, production, business, contracts or
<br />opportunity and increased cost of capital, financing or overhead) incurred by the other Party. In no event
<br />shall the Contractor’s maximum liability to the Owner with respect to the Services or otherwise relating to
<br />this Agreement exceed an amount equal to 100% of the aggregate amount of Fees paid by the Owner the
<br />Contractor under this Agreement in respect of the Services (as described on Schedule A) to which the
<br />applicable losses or liabilities relate.
<br />6. DISPUTE RESOLUTION
<br />6.1 Referral
<br />If any dispute or difference between the Parties arises with respect to this Agreement, with the exception
<br />of any issue regarding non or late payment of undisputed invoice(s) or portions thereof, which is not settled
<br />informally or by mediation within a reasonable time, the Parties or their respective successors and assigns,
<br />will refer such dispute or difference to arbitration in accordance with the terms of this Agreement.
<br />6.2 Appointment of Arbitrators and Procedure
<br />The Party desiring to refer a matter to arbitration will notify the other Party of its intention to do so. If the
<br />Parties cannot agree upon a single arbitrator within fourteen (14) days of such notice, then each Party will
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