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A. Except as otherwise provided in 6k Agreement, ;and Administrator agratto YW ifthal attd b <br />indemnify each other and each p1411''s Representatives from and against any tools t16jiled;solo <br />indcmnifying Party's breach or tion of this Agreement or related to the sole 4* saw. <br />misconduct of the indemnifyipgPilfts <br />Hi. *dmowledges that: ji)Administrator and its Representatives do not bear any liability for Losses under <br />d* Plan; (2) Administrator inti its Representatives ti 1* insure nor underwrite the liabiliVat Client under <br />the Plan; and (3) Administrator's execution of this Ag6eement shall not be deemed as ttmption by <br />Administrator or its Representatives of any responsibilities, obligations or duties other that# tlttrse required of <br />Administrator pursuant to the express terms and conditions of this Agreement. <br />C. Client further agrees to hold harmless and to indemnify Administrator and its RtpresCttta{i+YRs.*Orn and <br />against all Losses arising from (ijCNeWs default in the performance ofiay4s% I 4rawation <br />of Client under this Agreement; the Plan or otherwise owed to Client's tmployees and their dependents <br />(whether or not in relation to this Agreement or the Plan), (ii) the acts or omissions of any Representative of <br />{ Clitist (VdkAw or not in relation to this Agreement or do or any representations, warranties, } <br />I <br />covenants or statements, whether written, oral or otherwise, made by Client to its Representatives and/or :.: <br />j their dependents. Administrator agrees to hold harmless and to indemnify Client and its Representatives <br />from and against all Losses arising1. tor's default b Aft performance of any dft <br />requirement or obligation of Adm unddr" Agreement, or (z) the acts or omissions of any <br />Representative of Administrokc (wh argot ittt[ritltlott to tW Agreement). <br />D. Bub Party's liability to the other Party and its Re} rwatafives hereunder shall not exceed So actual <br />proximate Losses caused by or arising from the indemnifying Party's breach or violation of, or 1Ctilure to <br />perform, any term or provision of this Agreement.:ifp wiat Whatsoever shall either Party or any of its <br />Representatives be Gable for any indirect, specisilFWtheittal, consequential, exemplary or punitive damages <br />(in each case, to the fullest extent that such clasllt" may be waived by contract under applicable law), or <br />any damages for lost profits relst4 to s . lille j *. tf a third party, however caused or arising, whether <br />or not they have been iitlOched.ofthe •W*occurrence. <br />ARTICLE Vlli — GENERAL PROVISIONS <br />A. Changes in Agreement. This Agreement may be amended at any time, without prior notice to any Member, <br />by mutual written agreement executed by Administrator (through its duly authorized representative) and <br />Client (through its duly authorized representative). No employee, agent or representative of Administrator <br />is authorized to amend or vary the terms and conditions of this Agreement or to make any agreement or <br />promise not specificoy contained hereki waive an�r�tlboWf other than byt�ns prescribed <br />above in this Article VIIIA.AD <br />B. Natter. 440 notice& to be gives hasunder shall be deemed sufficiently given wW fi "writing and (1) <br />actually delivered to the Party to be notified or (2) placed in an envelope directed to the Party to be notified <br />at the following addresses and deposited in the United States mail by certified or registered mail, postage <br />prepaid: <br />V-*.Adadnistrator at: llho+e"fits, IM: <br />pV,,7T <br />s Skshosrn At 352311141M <br />L airea Simmons <br />