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860520
<br />11.2.2016
<br />18. INDEMNIFICATION; LIMITATIONS OF LIABILITY
<br />18.1 Clarity's Indemnification & Limits of Liabilities. Clarity will indemnify, defend, and hold Client
<br />harmless from and against any and all claims or liabilities arising or resulting from Clarity negligent failure to
<br />comply with its obligations and responsibi''ities hereunder. THE MAXIMUM TOTAL LIABILITY OF CLARITY
<br />TO CLIENT SHALL BE LIMITED TO MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED Twenty Five
<br />Thousand ($25,000.00) Dollars. THIS REMEDY IS CLIENT'S SOLE AND EXCLUSIVE REMEDY.
<br />CLARITY SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTAL, SPECIAL, INCIDENTAL,
<br />EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY ATTORNEYS FEES, OTHER RELATED
<br />COSTS AND EXPENSES, FINES, PENALTIES, ASSESSMENTS, LIENS, AND INVESTIGATION
<br />COSTS AND INTERESTS, EVEN IF CLARITY HAS KNOWLEDGE OF THE POSSIBILITY OF
<br />SUCH POTENTIAL LOSS OR DAMAGE.
<br />19. INDEPENDENT CONTRACTOR
<br />This Agreement is between Clarity and the Client as independent entities and is not intended, and
<br />shall not be construed, as creating any partnership, joint venture or any other legal relationship between the
<br />Parties except that of Clarity being an independent contractor of Client.
<br />20. NO BINDING AUTHORITY
<br />Neither Clarity nor Client, nor any of their respective agents, representatives or employees shall have
<br />any right, power or authority to bind or to create any legally binding obligations on the other Party, and/or to
<br />enter into any agreements, obligations or understandings, nor to incur any liabilities, on behalf of the other
<br />Party.
<br />21. RIGHT TO SUBCONTRACT
<br />21.1 Clarity Subcontractors & Vendors. Clarity, at its option, shall have the right to provide the
<br />Services under this Agreement through one or more third parties (i.e. subcontractors or vendors) engaged by
<br />Clarity.
<br />22. EXCLUSIVE/NON-EXCLUSIVE ARRANGEMENT
<br />Clarity shall be the exclusive provider for Client of all the Services described in this Agreement which
<br />Client selects. Client shall not have any other TPA service provider provide any of the Services described in
<br />this Agreement for Client during the term of this Agreement. During the term Client may select additional
<br />Services for Clarity to provide which are in addition to those the Client selects at the time this Agreement is
<br />executed.
<br />23. SURVIVING PROVISIONS
<br />Those Sections, which by the nature of their terms, survive the expiration/termination of this
<br />Agreement, and, specifically, Sections 4, 9, 11, 12, 13, 15, 16, 17, 18, 23 and Schedule C , shall survive the
<br />termination or expiration of this Agreement.
<br />24. ARBITRATION/WAIVER OF JURY TRIAL
<br />24.1 Arbitration of All Claims. Except for seeking injunctive relief in Court, and/or in support of
<br />arbitration; and except for seeking injunctive relief to protect or enforce Clarity's or Client's rights under Section
<br />9, rights under Section should any disputes, controversies, complaints, claims or causes of action (hereinafter
<br />collectively referred to as "Claims") occur between the Parties which arise out of, are related to, or are
<br />connected with, either directly or indirectly, or in whole or in part, the interpretation, application, or alleged
<br />violation of this Agreement, or which arise out of any other professional or business dealings or relationships
<br />between the Parties, then all such Claims shall be resolved exclusively through arbitration in accordance with
<br />the rules and procedures of the American Health Lawyers Association Arbitration Service.
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