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under this Agreement, should Clayton, at the request of Client, Clayton shall name Client as additional insured and other parties
<br /> elect to arrange for the disposal of waste,hazardous or not,Client that it deems appropriate to be additionally insured under
<br /> shall defend,indemnify,release and hold Clayton harmless from Clayton's Commercial General Liability policy and Automobile
<br /> any loss, damage or expense resulting from said activity. It is Liability policy,if requested to do so by Client. The Client,on its
<br /> agreed that this indemnification covers all costs associated with own behalf and on the behalf of any others that are named as
<br /> any obligation to assess,remediate or contain any hazardous or additionally insured at Client's request,agrees that providing such
<br /> nonhazardous waste under any Federal or State,or Superfund law insurance or the additional insured endorsement shall in no way
<br /> (or Provincial law)in addition to monetary damages. be construed as an assumption by Clayton of any liability for the
<br /> negligence or willful misconduct or any wrongful behavior on the
<br /> Client understands and acknowledges that (i) Client may be part of Client or others that are named additionally insured.
<br /> requesting Clayton to undertake services or work for the benefit
<br /> of Client involving the presence or potential presence of 8. WARRANTY. CLAYTON WARRANTS THAT THE
<br /> hazardous substances and(ii)Clayton may be exposed to claims SERVICES,FINDINGS,RECOMMENDATIONS AND/OR ADVICE
<br /> arising out of, or involving actual, alleged, or threatened PROVIDED TO CLIENT WILL BE PREPARED, PERFORMED,
<br /> discharge, disposal or release or escape of hazardous or AND RENDERED IN ACCORDANCE WITH PROCEDURES,
<br /> potentially hazardous pollutants including, but not limited to, PROTOCOLS AND PRACTICES GENERALLY ACCEPTED IN
<br /> solid,liquid,gaseous or thermal irritants or contaminants including CLAYTON'S PROFESSION FOR USE IN SIMILAR
<br /> smoke, water, vapor, soot, fumes, acids, alkalies, chemicals, ASSIGNMENTS. CLIENT ACKNOWLEDGES AND AGREES
<br /> wastes,and waste materials,and Client understands and agrees THAT CLAYTON HAS MADE NO OTHER IMPLIED OR
<br /> that Clayton shall only be responsible for losses which directly EXPRESSED REPRESENTATION,WARRANTY OR CONDITION
<br /> result from Clayton's negligence. Therefore, notwithstanding WITH RESPECT TO THE SERVICES, FINDINGS,
<br /> anything to the contrary in this Agreement,to the fullest extent RECOMMENDATIONS OR ADVICE TO BE PROVIDED BY
<br /> permitted by law,Client hereby agrees to defend,indemnify,and CLAYTON.
<br /> hold harmless Clayton,its officers,directors and employees from
<br /> and against any and all claims, damages, losses, and expenses, 9. Indemnification and Liability. Clayton shall indemnify and
<br /> including but not limited to, attorney's fees and court and hold harmless Client from and against all losses, liabilities, and
<br /> arbitration costs, arising out of, or in connection with, claims reasonable costs and expenses for property damage and bodily
<br /> relating to these risks which may result from the services to be injury(including reasonable attorney's fees),to the extent directly
<br /> provided under this Agreement,except to the extent caused by the and proximately arising from Clayton's negligent performance of
<br /> negligence of Clayton,its officers,directors,and employees. services or breach of warranty under this Agreement.
<br /> 6. Confidentiality.Clayton shall use commercially reasonable The total and aggregate obligation of Clayton, its employees,
<br /> precautions so that access to information relating to its services directors,officers,and agents,pursuant to the provisions of this
<br /> for Client is limited to those persons within its employ for whom it Indemnification and for any and all liability and any and all
<br /> is necessary and appropriate for purposes of performing Clayton's damages to Client, its affiliates, owners, directors, employees,
<br /> services. officers, agents and representatives, or to any other person or
<br /> entity, arising out of, or resulting from, this Agreement or the
<br /> 7. Insurance. Clayton shall use commercially reasonable best services provided by Clayton,shall in no event exceed the lesser
<br /> efforts to procure and maintain at its expense, the following of i)one-and-one-half the amount Clayton is compensated under
<br /> insurance,with the limits of liability as set forth below: this Agreement;or ii)$500,000.
<br /> Tyne LiMA5
<br /> a) Workers'Compensation Amount required by statute Client shall defend, indemnify and hold harmless Clayton, its
<br /> employees,directors,officers,and agents,from and against any
<br /> b) Employer's Liabiliri $500,000 per occurrence and all claims, losses, liabilities, and reasonable costs and
<br /> (or as required by law) expenses(including reasonable attorney's fees)that are: i)related
<br /> to,or caused in any way by,the negligence or willful misconduct
<br /> c) Commercial General Liability $1,000,000 per occurrence of Client,its employees,or agents;ii)related to this Agreement or
<br /> (including Contractual Liability) $2,000,000 general aggregate the work to be performed by Clayton for which Clayton is not
<br /> expressly responsible; or iii)the expressed responsibility of the
<br /> d) Automobile Liability $1,000,000 combined single Client under this Agreement.
<br /> (covering vehicles owned, limits
<br /> hired,rented,or non-owned) 10. Payment. Clayton shall invoice Client and Client shall pay
<br /> to Clayton for its consulting services as follows:
<br /> e) Consultants Environmental $3,000,000 each claim
<br /> Liability(Professional Liability $3,000,000 general aggregate (a)Fees and all other charges will be billed to Client as provided in
<br /> and Contractor's Pollution legal liability) the Companion Documents.
<br /> Consulting Services Terns and Conditions
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