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for other legal or compliance issues and so that any continuing obligations may be determined. 5. Indemnification ARAG shall indemnify and hold harmless Client, its affiliates, and their respective officers, directors, members, employees and agents (the "Indemnitees") from and against any and all claims brought by third parties, as well as any and all losses, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising out of (a) the services provided by ARAG, its affiliated companies, or subcontractors with respect to the legal plan, including without limitation, any errors or omissions by ARAG in the selection of a Network Attorney, as such term is defined in the legal plan; or (b) the failure or breach or inability of ARAG, its affiliated companies, or subcontractors to perform any of its covenants or agreements set forth in: (i) this Agreement, (ii) its agreement with the underwriting insurance company, if applicable, as it affects Indemnitees, and (iii) the literature prepared by ARAG from time to time for distribution to Client's eligible employees. 6. Relationship of Parties The relationship between ARAG and Client is an independent contractor relationship. ARAG is not an employee or agent of Client and Client is not an employee or agent of ARAG. Neither party will hold the other out to a third party as having a relationship other than that of an independent contractor. 7. Assignment or Subcontracting Except as provided in this Agreement, neither party shall assign its rights or delegate its duties hereunder or subcontract any portion of its performance without the other party's prior written consent, which such consent shall not be unreasonably withheld. Any such assignment, delegation or subcontract without such consent shall be void. Client may delegate certain of its functions for providing or coordinating information with ARAG to its outsourcing administrator. 8. Force Majeure a. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to remit payroll deductions hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Events)"): (i) acts of God; (ii) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; and (vii) other events beyond the reasonable control of the Impacted Party. b. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. 14436 Indian River County MSA 2025 0 2024 ARAG North America Inc.