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SO
<br />? ? ARTICLE II.
<br />OTHER GENERAL TERMS AND CONDITIONS
<br />Section 2.1 Independent Contractor In the performance of the Services, NORTH
<br />AMERICAN will be an independent contractor, and will not be or act as, or be deemed to be,
<br />otherwise an agent of Member or Participant. NORTH AMERICAN's employees will not be
<br />deemed to be NEOISO's employees. Nothing contained in an Appendix or this Agreement may
<br />be construed to be inconsistent with that relationship or status. NEOISO exercises no direct
<br />control or supervision over the empioyees of NORTH AMERICAN and; in fact, disavows any
<br />right to do so, and NEOISO in no way directs the operations of'NORTH AMERICAN or the
<br />manner of its performance. No joint venture or- other relationship between NORTH AMERICAN
<br />and NEOISO is created hereby.
<br />Section 2.2 Technical Svstems: Intellectual Proaertv NORTH AMERICAN will
<br />retain title to its pre-existing proprietary systems and methodologies used in connection with the
<br />delivery of Products during the course of this Agreement, including, but not limited to,
<br />descriptions of the systems or methodologies, document templates, project tools and software,
<br />owned by NORTH AMERICAN or licensed to NORTH AMERICAN by a third party and
<br />incorporated into any Offering ("iVORTH AMERICAN Systems and Methods").
<br />Section 2.3 Indemnification Except as otherwise provided herein, each party (the
<br />"Indemnifvina Partv") will indemnify, defend, and hold harmless each and every other party and
<br />its officers, directors, employees, subcontractors, and agents (the "Indemnified Partv") from and
<br />against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses
<br />(including costs of defense, settlement and reasonable attorneys' fees) including any claim
<br />arising from environmental health arzd safety laws or regulations, which are generated by
<br />claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits
<br />which arise out of damage to or destruction of any property, or bodily injury (including death)
<br />suffered by any person including the Indemnified Party ("Losses") to the extent they are caused
<br />by the breach of this Agreement, negligence, willful misconduct, noncompliance with applicable
<br />laws, or strict products liability of the Indemnifying Party or its agents, employees and
<br />subcontractors. Notwithstanding the foregoing, no party to this Agreement will have an
<br />obligation to indemnify, defend, or hold harmless the other party for lost profits or indirect,
<br />special, incidental, or consequential damages of any kind alleged in or arising out of clairns,
<br />atlegations, actions, causes of action, demands, assertions, adjudications, or suits brought or
<br />made by a party to this Agreement. With respect to a claim under this Agreement where both
<br />parties are found negligent, the liability of each Indemnifying Party is limited to the extent of
<br />such Indemnifying Party's proven negligence.
<br />Section 2.4 Notice and Opportunitv to Defend: Limitations and Threshold
<br />Amounfs
<br />(a) Notice: Opportunitv. If any Losses are asserted against an Indemnified Party,
<br />such party will notify the Indemnifying Party as promptly as practicable and give it an
<br />opportunity to defend the same. The Indemnified Party will extend reasonable cooperation to
<br />the Inclemnifying Party in connection with such defense. In the event that the Indemnifying
<br />Party in connection with such claim fails to defend against the claim within a reasonable time,
<br />the Indemnified Party will be entitled to assume the defense thereof, and the Indemnifying Party
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<br />Northeast Ohio Sourcing OH'ice 4829 Galaxy Pazkway Suire A p 1216.539.1500 ?
<br />www.neoso:org Cleveland, OH 44128 F 1216.503.4247
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