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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 21455.5(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 terms 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. Indemnification 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 "Redflex 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 <br />failure to perform its obligations under this Agreement, or (d) any claim, action <br />or demand challenging the Customer's use of the Redflex System or any portion <br />thereof, the validity of the results of the Customer's use of the Redflex System or <br />any portion thereof, or the validity of the Citations issued, prosecuted and <br />collected as a result of the Customer's use of the Redflex System or any portion <br />thereof. <br />8.3. Indemnification Procedures. In the event any claim, action or demand (a <br />"Claim") in respect of which any party hereto seeks indemnification from the <br />other, the party seeking indemnification (the "Indemnified Party") shall give the <br />party from whom indemnification is sought (the "Indemnifying Party") written <br />notice of such Claim promptly after the Indemnified Party first becomes aware <br />thereof; provided, however, that failure so to give such notice shall not preclude <br />indemnification with respect to such Claim except to the extent of any additional <br />or increased Losses or other actual prejudice directly caused by such failure. The <br />13 <br />