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SECTION 15 -Indemnification Each party shall indemnify and hold harmless the other party, its directors, officers, agents and employees from and against all damages, penalties, loss, claims, demands, suits, causes of action or expense (including reasonable attorney's fees) arising by reason of bodily injury or damage to property to the extent caused by the negligence of the indemnifying party or any party for which it is legally responsible and not caused by the negligence or willful misconduct of the indemnified party or any party for which it is legally responsible. (a) SECTION 16 - Limitation of Liabilitv (b) Except to the extent the Termination Amount may be found to include such amounts, neither party shall be liable to the other for any consequential, indirect, special or incidental damages, whether such damages claim is based on a cause of action based in warranty, negligence, strict liability, contract, operation of law or otherwise. NORESCO'S liability to Customer, whether in tort, contract, operation of law or otherwise, shall be limited to the aggregate principal component of Rent remaining unpaid hereunder except that with respect to NORESCO'S indemnity obligations under Section 15, NORESCO'S liability to Customer shall be limited to the proceeds of the insurance NORESCO carries pursuant to Section 17. SECTION 17 - Insurance (a) Without limiting any of its obligations or liabilities under this Agreement, NORESCO shall provide and maintain at its expense the following minimum insurance coverage where reasonable market availability for such insurance exists: (i) Workers' Compensation and Employer's Liability Insurance at the level required bylaw Comprehensive General Liability Insurance, including contractual: Bodily Injury per person, $1 million; Bodily Injury per occurrence, $1 million; Property Damage per occurrence, $1 million; Personal Injury per occurrence, $1 million. Vehicle Liability (including owned, non-owned and hired automotive equipment): Bodily Injury per person, $1 million; Bodily Injury per occurrence, $1 million; Property Damage per occurrence, $1 million. Umbrella Liability Policy of not less than $4 million which is excess over the underlying policies. (ii) (iii) (iv) (b) Without limiting any of its obligations or liabilities under this Agreement, Customer will, at its expense, maintain at all times during the Term of this Agreement, fire and extended coverage, public liability and product damage insurance with respect to the System and all its components thereof in such amounts, covering such risks, and with such insurers as shall be satisfactory to NORESCO. Customer assumes all risk of loss of or damage to the System from any cause whatsoever. In the event of damage to any item of the System, Customer will immediately place the same in good repair with the proceeds of any insurance received applied to the cost of such repair. If Customer determines that any item of the System is lost, stolen, condemned, confiscated, destroyed or damaged beyond repair, Customer will either (a) replace the same with like equipment in good repair, or (b) or pay the appropriate amount specified in Attachment C. SECTION 18 - Aareement Interpretation and Performance The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of California. SECTION 19 - Privileaed and Proprietary Information c:\my documents\my_files\word\agreements\noresco1.doc 6