Indemnity and Release from Liability.
19.1.
THE CONSULTANT HEREBY INDEMNIFIES AND AGREES TO
HOLD COMPANY HARMLESS AGAINST ANY AND ALL CLAIMS, LOSSES, COSTS, DAMAGES,
LIABILITIES AND EXPENSES ("LOSSES") ARISING OUT OF, RESULTING FROM, OR IN ANY
WAY RELATED TO, THE CONSULTANT'S ACTIONS, INACTIONS OR PERFORMANCE OF THE
CONSULTANT'S DUTIES UNDER THIS AGREEMENT.
THIS INDEMNITY SHALL BE BINDING UPON
THE SUCCESSORS AND HEIRS OF THE CONSULTANT.
THE COMPANY SHALL NOT BE LIABLE TO
THE CONSULTANT FOR ANY PUNITIVE, INDIRECT, SPECIAL AND/OR CONSEQUENTIAL DAMAGES.
19.2.
IN CONSIDERATION FOR THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT, THE CONSULTANT, FOR HIMSELF, AND HIS HEIRS, SUCCESSORS,
ASSIGNS AND PERSONAL REPRESENTATIVES HOLDS HARMLESS AND EXPRESSLY RELEASES THE
COMPANY AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, SUCCESSORS AND ASSIGNS FROM
ANY LOSSES WHATSOEVER ARISING FROM THE WORK PROVIDED BY THE CONSULTANT TO THE
COMPANY.
THIS RELEASE COVERS ALL INJURIES AND ALL EFFECTS AND RESULTS WHETHER
DEVELOPED OR UNDEVELOPED AND ALL EXPENSES OF EVERY NATURE.
[SIGNATURE PAGE TO FOLLOW]
8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal
as of the day and year set forth above.
CBS Corporation
By:
/s/ Anthony G. Ambrosio
Name:
Anthony G. Ambrosio
Title:
EVP HR & ADMIN
/s/ Fredric G. Reynolds
(Signature of Consultant)
Fredric G. Reynolds
(Print Name of Consultant)
October 28, 2009
Date