2018-015A1 - Laserfiche WebLink

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A. Except as otherwise provided in this Agreement, Client and Administrator agree to hold harmless and to indemnify each other and each other's Representatives from and against any Losses related to the indemnifying Party's breach or violation of this Agreement or related to the sole negligence or willful misconduct of the indemnifying Party. B. Client acknowledges that: (1) Administrator and its Representatives do not bear any liability for Losses under the Plan; (2) Administrator and its Representatives do not insure nor underwrite the liability of Client under the Plan; and (3) Administrator's execution of this Agreement shall not be deemed as the assumption by Administrator or its Representatives of any responsibilities, obligations or duties other than those required of Administrator pursuant to the express terms and conditions of this Agreement. C. Client further agrees to hold harmless and to indemnify Administrator and its Representatives from and against all Losses arising from (i) Client's default in the performance of any duty, requirement or obligation of Client under this Agreement, the Plan or otherwise owed to Client's employees and their dependents (whether or not in relation to this Agreement or the Plan), (ii) the acts or omissions of any Representative of Client (whether or not in relation to this Agreement or the Plan) or (iii) any representations, warranties, covenants or statements, whether written, oral or otherwise, made by Client to its Representatives and/or their dependents. Administrator agrees to hold harmless and to indemnify Client and its Representatives from and against all Losses arising from (y) Administrator's default in the performance of any duty, requirement or obligation of Administrator under this Agreement, or (z) the acts or omissions of any Representative of Administrator (whether or not in relation to this Agreement). D. Each Party's liability to the other Party and its Representatives hereunder shall not exceed the actual proximate Losses caused by or arising from the indemnifying Party's breach or violation of, or failure to perform, any term or provision of this Agreement. In no event whatsoever shall either Party or any of its Representatives be liable for any indirect, special, incidental, consequential, exemplary or punitive damages (in each case, to the fullest extent that such damages may be waived by contract under applicable law), or any damages for lost profits relating to a relationship with a third party, however caused or arising, whether or not they have been informed of the possibility of their occurrence. ARTICLE VIII — GENERAL PROVISIONS A. Changes in Agreement. This Agreement may be amended at any time, without prior notice to any Member, by mutual written agreement executed by Administrator (through its duly authorized representative) and Client (through its duly authorized representative). No employee, agent or representative of Administrator is authorized to amend or vary the terms and conditions of this Agreement or to make any agreement or promise not specifically contained herein or to waive any provision hereof other than by the means prescribed above in this Article VIIIA. B. Notices. Any notices to be given hereunder shall be deemed sufficiently given when in writing and (1) actually delivered to the Party to be notified or (2) placed in an envelope directed to the Party to be notified at the following addresses and deposited in the United States mail by certified or registered mail, postage prepaid: If to Administrator at: RxBenefits, Inc. P.O. Box 382377 Birmingham, AL 35238-2377 Attn: Lauren Simmons If to Client at: Indian River County Board of County Commissioners 1801 27th Street Vero Beach, FL 32960-3365 Attn: Such addresses may be changed by either Party by written notice as to the new notice address given to the other Party as provided in this Article VIII.B. Client shall act as agent of its employees (and such employees' NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS IF