Agmt15 York Risk Services Group, Inc.

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under the law. Notwithstanding the foregoing, YORK may retain a record copy of Claims files and the data therein, for accounting, insurance and similar purposes. YORK shall secure said record copy against improper use or disclosure. C. YORK acknowledges and agrees that any Confidential Information disclosed to, or acquired by it is disclosed and/or acquired solely for the purposes of facilitating the provision of the services to be rendered by YORK for and on behalf of PRINCIPAL. YORK shall be solely responsible for informing its employers, officers and directors of the provisions of the Section and for any acts of its employees, officers or directors that violate the provisions of the Section. D. Notwithstanding the foregoing, PRINCIPAL agrees that information used for adjusting claims is not subject to statutory or regulatory restrictions against disclosure for that purpose. X. INDEMNIFICATION A. YORK will defend, indemnify and hold harmless PRINCIPAL and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the perFormance of the CLAIMS ADMINISTRATION SERVICES, caused in whole or in part by the willful misconduct or any negligent act or omission of YORK, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of PRINCIPAL The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense PRINCIPAL incurs or makes to or on behalf of an injured employee under the PRINCIPAL'S self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. B. The above defense, indemnification and hold harmless undertakings shall survive the termination of this Agreement. C. PRINCIPAL acknowledges that YORK has been engaged to provide prafessional services and that it is not the intent of the parties that YORK assumes any insurance risk. The parties agree that the foregoing defense, indemnification and hold harmless undertakings represent a reasonable allocation of commercial risk between parties. XI. BREACH AND TERMINATION A. If a material breach by either party of this Agreement occurs, the non- breaching party shall identify the breach by delivery of written notice thereof to the breaching party. ATTY/AGR/2015.068/YORK TPA REDWOOD CITY REV:04-20-15 MLG Page 13 of 17