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(b) Participant Records. All medical, billing, and other records regarding Participants will be
<br />kept confidential by the Parties, in accordance with applicable state and federal laws. The Parties will share such
<br />information internally only with those having a need to know such information and shall advise any such persons of
<br />their confidentiality obligations.
<br />6.4 HIPAA Compliance. EDH may receive Protected Health Information (as defined pursuant to HIPAA)
<br />from Sponsor, the Participants, the Plan, or the Plan Administrator. Accordingly, EDH shall comply with the
<br />provisions of that certain Business Associate Agreement dated November 30, 2020 executed by Sponsor and EDH,
<br />which .is attached to this Agreement as Exhibit B and fully incorporated by reference. Sponsor will coordinate
<br />delivery and execution of any future agreements which may be required pursuant to HIPAA to allow Sponsor and/or
<br />Plan Administrator to transfer relevant Protected Health Information to EDH.
<br />6.5 Survival. The provisions of this Article 6 shall survive any termination of this Agreement.
<br />ARTICLE 7.
<br />INDEMNIFICATION AND LIMITATION OF LIABILITY
<br />7.1 Indemnification.
<br />(a) EDH Indemnification. EDH will indemnify, defend, and hold harmless Sponsor and
<br />Sponsor's past, present, and future affiliates, governing persons, officers, equity owners, and employees from and
<br />against the full amount of any and all liabilities, losses, penalties, fines, damages, and expenses incurred or suffered
<br />by Sponsor with respect to any and all claims, controversies, suits, legal actions, and proceedings (including
<br />mediation and arbitration proceedings), whether civil, criminal, investigative, administrative, or legislative, asserted,
<br />initiated, filed, claimed, or otherwise pursued by a third party arising from or caused by (i) the breach of any term,
<br />covenant, agreement, condition, representation, or warranty under this Agreement by EDH, or (ii) the negligence or
<br />willful misconduct of EDH; provided, however, EDH's indemnification obligation under this Section 7.1(a) shall be
<br />prorated to the extent any such losses incurred by Sponsor are contributed to by a breach of this Agreement by
<br />Sponsor or the negligence or willful misconduct of Sponsor.
<br />(b) Sponsor Indemnification. Subject to the limitations set forth in Fla. Stat. sec. 768.28,
<br />Sponsor will indemnify, defend, and hold harmless EDH and EDH's past, present, and future affiliates, governing
<br />persons, officers, equity owners, and employees from and against the full amount of any and all liabilities, losses,
<br />penalties, fines, damages, and expenses incurred or suffered by EDM with respect to any and all claims, controversies,
<br />suits, legal actions, and proceedings (including mediation and arbitration proceedings), whether civil, criminal,
<br />investigative, administrative, or legislative, asserted, initiated, filed, claimed, or otherwise pursued by a third party
<br />arising from or caused by (i) the breach of any term, covenant, agreement, condition, representation, or warranty
<br />under this Agreement by Sponsor, (ii) or (ii) the negligence or willful misconduct of Sponsor; provided, however,
<br />Sponsor's indemnification obligation under this Section 7.1(b) shall be prorated to the extent any such losses
<br />incurred by EDH are contributed to by a breach of this Agreement by EDH or the negligence or willful misconduct of
<br />EDH.
<br />7.2 Limitation of Liability.
<br />(a) Limitation of Liability. Except as set forth in Section 7.2(b), below, (i) in no event shall
<br />either Party be liable to the other for special, indirect, incidental, consequential, punitive, exemplary, or tort
<br />damages (including lost business, profits, or goodwill) arising out of or relating to this agreement, an exhibit,
<br />amendment, and/or addendum, regardless of whether the claim arises in tort, contract, or otherwise, and even if
<br />the other Party has been advised of the possibility of such damages, and (ii) in no event shall either Party's aggregate
<br />liability to the other Party under this agreement, an exhibit, amendment, and/or addendum and with respect to the
<br />services provided pursuant thereto exceed one million dollars ($1,000,000). The foregoing limitations of liability
<br />represent the allocation of risk between the Parties under this agreement and ate essential elements of the basis of
<br />the bargain between the Parties. Notwithstanding anything in this Section 7.2(a) to the contrary, to the extent the
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