Esp Service Agreement Page 5
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17Energy Service Provider (ESP)
Service Agreement
Section 7:
Indemnification
7.1
To the fullest extent permitted by law, and subject to the limitations set forth in
Section 6 of this Agreement, each Party (the “Indemnifying Party”) shall indemnify
and hold harmless the other Party, and its current and future direct and indirect
parent companies, affiliates and their shareholders, officers, directors, employees,
agents, servants and assigns (collectively, the “Indemnified Party”) and at the
Indemnified Party's option, the Indemnifying Party shall defend the Indemnified
Party from and against any and all claims and/or liabilities for losses, expenses,
damage to property, injury to or death of any person, including, but not limited to,
the Indemnified Party’s employees and its affiliates’ employees, subcontractors and
subcontractors’ employees, or any other liability incurred by the Indemnified Party,
including reasonable expenses, legal and otherwise, which shall include reasonable
attorneys’ fees, caused wholly or in part by any negligent, grossly negligent or
willful act or omission by the Indemnifying Party, its officers, directors, employees,
agents or assigns arising out of this Agreement, except to the extent caused wholly
or in part by any negligent, grossly negligent or willful act or omission of the
Indemnified Party.
7.2
If any claim covered by Section 7.1 is brought against the Indemnified Party, then
the Indemnifying Party shall be entitled to participate in, and unless in the opinion
of counsel for the Indemnified Party a conflict of interest between the Parties may
exist with respect to such claim, assume the defense of such claim, with counsel
reasonably acceptable to the Indemnified Party. If the Indemnifying Party does
not assume the defense of the Indemnified Party, or if a conflict precludes the
Indemnifying Party from assuming the defense, then the Indemnifying Party shall
’
reimburse the Indemnified Party on a monthly basis for the Indemnified Party
s
defense through separate counsel of the Indemnified Party's choice. Even if the
Indemnifying Party assumes the defense of the Indemnified Party with acceptable
counsel, the Indemnified Party, at its sole option, may participate in the defense, at
its own expense, with counsel of its own choice without relieving the
Indemnifying Party of any of its obligations hereunder. In no event shall either
Party be liable to the other Party for any indirect, special, consequential, or punitive
damages of any kind whatsoever, whether in contract, tort or strict liability.
7.3
The Indemnifying Party's obligation to indemnify under this Section 7 shall
survive termination of this Agreement, and shall not be limited in any way by any
limitation on the amount or type of damages, compensation or benefits payable by
or for the Indemnifying Party under any statutory scheme, including, without
’
limitation, under any Worker
s Compensation Acts, Disability Benefit Acts or
other Employee Benefit Acts.
4
Form 143-01859 (12/97)
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