Wide Area Network (WAN)
c. Compliance. The House agrees that it will take reasonable steps by instruction, agreement or otherwise with its
employees or other persons permitted access to licensed software and other proprietary data to satisfy its
obligations under this Contract with respect to use, copying, modification, protection and security of proprietary
software and other proprietary data.
The Contractor agrees that the House, or its designated representative, shall have the right to review and copy any
directly pertinent records, including records of a subcontractor, regarding the performance of this Contract. The
Contractor agrees to maintain such records for possible examination or audit for three (3) years after final payment,
unless a longer period of record retention is stipulated or required by law.
LIMITATION OF LIABILITY AND INDEMNIFICATION
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, costs or other amounts arising from the Contractor’s indemnification obligations
under this Contract.