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conduct of an enterprise of like character and with like aims in the performance of its duties hereunder. 5.2 Liability: indemnification. The Administrator shall not be liable to the Employer or any other person for any mistake of judgement or other action taken in good faith, or for any loss or damage occasioned thereby, unless the loss or damage is due to the Administrator's gross negligence, criminal conduct or fraudulent acts. The Employer hereby agrees to indemnify and hold harmless the Administrator, its directors, officers, employees and agents against any and all actions, claims, lawsuits, settlements, judgements, costs, interest, penalties, expenses and taxes, including but not limited to, attorneys fees and courts costs, resulting from or arising directly or indirectly out of or in connection with any function of the Administrator under this Agreement, including the administration of any Cost Containment or Utilization Benefit Management Programs, or payments made pursuant to the direction of the Employer, unless it is determined that the direct and sole cause of such liability was the result of gross negligence, criminal conduct or fraudulent acts on the part of the Administrator or any of its directors, officers, employees or agents. Further, the Employer agrees to indemnify and hold harmless the Administrator for any taxes or assessments, including penalties and interest, or any other amounts legally levied based on the terms of this Agreement. This provision applies to any amounts imposed, now or later, under the authority of any federal, state, or local taxing jurisdiction. This provision will continue in effect after termination of this Agreement for any reason. 5.3 Legal Actions. In the event the Administrator is served with process in any lawsuit or is made a party to any arbitration proceeding or other legal action relating to any matter for which indemnification is required under the preceding paragraph, the Employer shall, upon written request by the Administrator, immediately furnish a defense to and indemnify and hold harmless the Administrator in any such lawsuit, proceeding or other action and shall use its best efforts to secure, by motion or otherwise, the dismissal of the Administrator from such lawsuit, proceeding or other action. The Administrator will provide the Employer with available data and materials that are reasonably necessary for the preparation of the defense of such lawsuit, proceeding or other action. 960904.1 9