PROCEEDINGS, CLAIMS, DEMANDS, LOSSES, COSTS,
DAMAGES, EXPENSES AND LEGAL FEES WHATSOEVER WHICH MAY BE BROUGHT AGAINST
OPERATOR OR WHICH OPERATOR MAY SUSTAIN, PAY, OR INCUR, DIRECTLY OR INDIRECTLY ON
ACCOUNT OF (1) BODILY INJURY TO OR DEATH OF ANY PERSON IN THE CONTRACTOR GROUP,
OR LOSS OF OR DAMAGE TO ANY PROPERTY OWNED BY A MEMBER OF THE CONTRACTOR GROUP
OR (2) BODILY INJURY OR DEATH OF ANY PERSON OR LOSS OF OR DAMAGE TO ANY PROPERTY
RESULTING FROM ANY NEGLIGENT ACT OR WILLFUL MISCONDUCT OF ANY PERSON WITHIN THE
CONTRACTOR GROUP.
d.
EXCEPT AS OTHERWISE SPECIFIED HEREIN,
THE LIABILITY, RELEASE AND INDEMNITY PROVISIONS CONTAINED IN THIS AGREEMENT
SHALL APPLY NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT OR
ANY CONTRACT AND SHALL BE WITHOUT REGARD TO CAUSE OR CAUSES, INCLUDING WITHOUT
LIMITATION PRE-EXISTING DEFECTS IN EQUIPMENT OR MATERIALS, THE NEGLIGENCE,
WHETHER SOLE, CONCURRENT, ACTIVE, PASSIVE, PRIMARY OR SECONDARY, OF EITHER PARTY
OR ANY OTHER PERSON INCLUDING WITHOUT LIMITATION THE PARTY OR PERSON BEING
RELEASED OR INDEMNIFIED, OR OTHERWISE, STRICT LIABILITY OR THE UNSEAWORTHINESS
OF ANY VESSEL INGRESS AND EGRESS, LOADING AND UNLOADING.
e.
THE LIABILITY AND INDEMNITY PROVISIONS
OF THIS AGREEMENT AND ANY CONTRACT SHALL BE WITHOUT LIMIT AND INCLUDE THE
OBLIGATION TO INDEMNIFY FOR ANY PUNITIVE DAMAGES WHICH MIGHT
3
BE AWARDED AND REASONABLE ATTORNEYS' FEES AND COSTS INCURRED BY THE PARTY
RECEIVING INDEMNIFICATION.
THE INDEMNITY OBLIGATION SHALL ALSO INCLUDE
REASONABLE ATTORNEYS' FEES AND COSTS INCURRED BY THE PREVAILING PARTY IN ANY
ACTION TO ENFORCE THE INDEMNIFICATION AGREEMENT.
IF IT IS JUDICIALLY DETERMINED
THAT THE MONETARY LIMITS OF THE INDEMNITIES VOLUNTARILY ASSUMED HEREUNDER (OR OF
THE INSURANCE REQUIRED UNDER ARTICLE 9) EXCEED THE MAXIMUM LIMITS PERMITTED
UNDER APPLICABLE LAW, IT IS AGREED THAT SAID INDEMNITIES OR INSURANCE
REQUIREMENTS SHALL AUTOMATICALLY BE AMENDED TO CONFORM TO THE MAXIMUM MONETARY
LIMITS PERMITTED UNDER SUCH LAW.
f.
NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES FROM OR ARISING OUT OF THIS
AGREEMENT OR ANY CONTRACT ENTERED PURSUANT TO THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTIONS, HOWEVER SAME MAY BE
CAUSED.
11.
TAXES
a.
Contractor agrees to pay all taxes,
licenses, and fees levied or assessed on Contractor in connection with or
incident to the perform­ance of this Agreement by any governmental agency and
unemployment compensation insurance, old age benefits, social security, or any
other taxes upon the wages of Contractor, its agents, employees, and
representatives. Contractor agrees to require the same agreements and be liable
for any breach of such agreements by any of its contractors.
12.
LAWS, RULES AND REGULATIONS
a.
In the event any provision of this
Agreement is inconsistent with or contrary to any applicable law, rule, or
regulation, said provision shall be deemed to be modified to the extent required
to comply with said law, rule or regulation, and this Agreement, as so modified,
shall remain in full force and effect.
13.
FORCE MAJEURE
Except for the duty to make payments hereunder when due, and