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retention is stipulated or required by law.
H.18. LIMITATION OF LIABILITY AND INDEMNIFICATION
DECEMBER 2014
a. Damage or Loss to Property. The Contractor assumes all risk of loss of or
damage to any property of the House (except for House Information, which is
discussed in paragraph (b) below) entrusted to the Contractor while in the
Contractor’s possession or otherwise under the Contractor’s control. In the event
of loss or irreparable damage, the Contractor shall promptly reimburse the House
for the value of the property. Any other damage shall be promptly repaired by the
Contractor at the Contractor’s expense.
b. Damage to Information. The Contractor shall protect and be responsible for any
loss, destruction or damage to House Information, work product or other
information needed to perform its obligations under this Contract that results from
or is caused by the Contractor’s acts or omissions or from the failure on the part
of the Contractor to reasonably maintain and administer such House Information,
work product or information. The Contractor shall be liable to the House for any
damages resulting from such loss, destruction or damage.
c. Limitation of Liability. In no event will the House be liable for consequential,
special, indirect, incidental, special or punitive damages, or any loss of revenue,
profit, business, savings or goodwill, regardless of the form of action or theory of
recovery, even if notification has been given as to the possibility of such damages.
d. Indemnification. To the maximum extent permitted by law and except to the
extent caused by negligence of the House, the Contractor shall, at its expense,
indemnify, defend with counsel reasonably approved by the House and hold
harmless the House, its Members, employees and agents, from and against any
losses, liabilities, damages, fines, penalties, costs, obligations, fees, including
without limitation reasonable attorneys’ fees and settlements, and expenses from
any third party claim, action, suit or judgment to the extent caused by or arising
from: (i) the negligent acts or negligent omissions or willful misconduct of the
Contractor, its officers, employees, agents or subcontractors for property damage,
personal injury or death; (ii) the failure of goods, equipment and/or services
delivered/performed under this Contract to meet the requirements of applicable
laws or regulations; (iii) the infringement or violation of any U.S. or foreign
intellectual property right, including without limitation rights in trade secrets,
trademarks, copyrights and patents, by any good/equipment/service provided
hereunder; and (iv) a breach or alleged breach of its obligations to maintain the
confidentiality of House Information and information security requirements set
forth in this Contract. The House shall promptly give the Contractor notice of
such claim and shall cooperate in the defense of such claims at the Contractor’s
expense. The disclaimers of certain damages and damages limitations in
paragraph (c) above shall not apply to damages, expenses, losses, fees, liabilities,