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against any and all liabilities, loss or damage that they may suffer as a result of any
<br />claim, demand, cost or judgment against them arising out of the negligence or willful
<br />misconduct of Sedgwick in connection with its performance under this Agreement,
<br />provided that such acts or omissions do not arise out of or relate to oral or written
<br />instructions, procedures or forms supplied by Client or to Client's internal
<br />management or adjustment of its claims. Each party agrees to keep the other fully
<br />informed of any matter for which it is defending, holding harmless or indemnifying
<br />the other party. Each party reserves the right to appoint its own counsel, at its own
<br />expense; regarding any matter defended hereunder and to approve any settlements
<br />of same.
<br />B. Notwithstanding anything to the contrary contained in the above paragraph, it is
<br />understood and agreed that if Client, directly or through a subcontractor or vendor
<br />of Client's choosing ("Client Subcontractor"), retains administration of a claim or
<br />performs any services for a claim Sedgwick administers, or if Client otherwise
<br />directs the administration of a claim, Client will indemnify, defend, and hold
<br />Sedgwick, its officers, directors, employees and agents harmless from the losses,
<br />damages, costs, judgments and expenses (including attorneys fees and costs) as a
<br />result of any litigation or proceeding, fines, penalties, revocation of license, or any
<br />other state regulatory investigation or action arising against Sedgwick related to the
<br />acts or omissions of Client or the Client Subcontractor.
<br />C. If Client's access to claim data includes the ability to add and modify data, Sedgwick
<br />shall not be required to verify, or otherwise be responsible for, the accuracy of data
<br />added or modified by Client. Client shall indemnify, defend and hold Sedgwick, its
<br />officers, directors, employees and agents harmless for any loss, cost (including
<br />attorney's fees), claim or judgment which is attributable to Client's input or
<br />modification of data.
<br />D. The parties agree that in no event shall Sedgwick's liability under this Agreement
<br />exceed the service fees paid to Sedgwick for the six (6) months immediately prior
<br />to the event from which the claim or matter arises. IN NO EVENT SHALL
<br />SEDGWICK BE LIABLE FOR ANY LOSS OR DAMAGE TO REVENUES,
<br />PROFITS OR GOODWILL OR OTHER SPECIAL, INDIRECT, INCIDENTAL
<br />OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ITS
<br />PERFORMANCE OR FAILURI TO PERFORM UNDER THIS AGREEMENT
<br />OR RESULTING FROM TIIE FURNISHING, PERFORMANCE, USE OR LOSS
<br />OF USE OF ANY SOFTWARE, SYSTEM, SITE, OR DELIVERABLE
<br />PROVIDED TO CLIENT HERI?UNDER, INCLL"'DING WITHOUf
<br />LI_MITATION ANY INTERRUPTION OF BUSINESS, EVEN IF SEDGWICK
<br />HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
<br />E. Notwithstanding the foregoing, an indemnifying party will not settle a claim without
<br />the indemnified party's written consent, unless such settlement results in (i) a full
<br />release of all parties, (ii) no liability to the indemnified party or future obligation of
<br />the indemnified party, and (iii) no admission of wrongdoing by Client or Sedgwick.
<br />F. The provisions of this section shall survive the expiration or termination of the
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