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<br />representatives, attorneys and other professional advisors that have a need to know
<br />such Confidential Infonnation, provided that such parties undertake in writing (or are
<br />otherwise bound by rules of professional conduct) to keep such information strictly
<br />confidential, and (c) pursuant to, and to the extent of, a request or order by any
<br />Governmental Authority, including laws relating to public records.
<br />8. Indemnification and Liabilitv.
<br />8.1. Indemnification by Redflex. Subject to Section 8.3, Redflex hereby agrees to
<br />defend and indemnify the Customer and its affiliates, shareholders or other
<br />interest holders, managers, officers, directors, employees, agents, representatives
<br />and successors, (individually a "Customer Party" and collectively, the "Customer
<br />Parties") against, and to protect, save and keep harmless the Customer Parties
<br />from, and to pay on behalf of or reimburse the Customer Parties as and when
<br />incurred for, any and all liabilities, obligations, losses, damages, penalties,
<br />demands, claims, actions, suits, judgments, settlements, costs, expenses and
<br />disbursements (including reasonable attorneys', accountants' and expert
<br />witnesses' fees) of whatever kind and nature (collectively, "Losses"), which may
<br />be imposed on or incurred by any Customer Party arising out of or related to (a)
<br />any material misrepresentation, inaccuracy or breach of any covenant, warranty
<br />or representation of Redflex contained in this Agreement, (b) the willful
<br />misconduct of Redflex, its employees or agents which result in death or bodily
<br />injury to any natural person (including third parties) or any damage to any real or
<br />tangible personal property (including the personal property of third parties),
<br />except to the extent caused by the willful misconduct of any Customer Party, (c)
<br />any claim relating to California Vehicle Code section 2l455.5(g); provided,
<br />however, that the aggregate amount of damages that may be recovered by any
<br />and all party(ies) from Redflex shall be equal to the total amount of revenues
<br />paid to Redflex pursuant to the tenns of this Agreement. This does not limit the
<br />amount of defense costs or attorneys' fees that Redflex may expend in defending
<br />the Customer Party or Customer Parties against any claim relating to California
<br />Vehicle Code section 21455.5(g).
<br />8.2. Indenmification by Customer. Subject to Section 8.3, the Customer hereby agrees
<br />to defend and indemnify Redflex and its affiliates, shareholders or other interest
<br />holders, managers, officers, directors, employees, agents, representatives and
<br />successors, permitted assignees and all persons acting by, through, under or in
<br />concert with them, or any of them (individually a "Red flex Party" and
<br />collectively, the "Redflex Parties") against, and to protect, save and keep
<br />harmless the Redflex Parties from, and to pay on behalf of or reimburse the
<br />Redflex Parties as and when incurred for, any and all Losses which may be
<br />imposed on or incurred by any Redflex Party arising out of or in any way related
<br />to (a) any material misrepresentation, inaccuracy or breach of any covenant,
<br />warranty or representation of the Customer contained in this Agreement, (b) the
<br />willful misconduct of the Customer, its employees, contractors or agents which
<br />result in death or bodily injury to any natural person (including third parties) or
<br />any damage to any real or tangible personal property (including the personal
<br />property of third parties), except to the extent caused by the willful misconduct
<br />of any Redflex Party, (c) any claim, action or demand not caused by Redflex's
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