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