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inability to perform and shall perform to the fullest extent it is able under the circumstances. In addition,during the period of any Force Majeure
<br /> Occurrence affecting HEP's ability to perform the services,Client shall be entitled to contract with and receive services from other sources and
<br /> shall have no obligation to pay HEP any amounts otherwise due to HEP allocable to the period of such Force Majeure Occurrence.HEP shall not
<br /> be liable for any delay, loss, damage, or detention caused by the unavailability of machinery, equipment, or materials, delay of carriers,or
<br /> strikes,including those by HEP's employees.
<br /> HEP SHALL NOT BE LIABLE FOR LOSS OF USE, LOSS OF PROFIT, INCREASED OPERATING OR MAINTENANCE EXPENSES, CLAIMS OF CLIENT'S
<br /> TENANTS OR CLIENTS,OR ANY SPECIAL,INDIRECT,INCIDENTAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES.
<br /> 14.For services and materials not covered under the Scope of Services that are performed by HEP upon Client's authorization,Client agrees to pay
<br /> HEP upon presentation of itemized invoice(s)at HEP's then current labor,transportation,and material charges,subject to the rates,if any,set
<br /> forth in the Scope of Services.
<br /> 15.In the event that either party is forced to bring legal action to enforce this Agreement,the prevailing party shall be entitled,in addition to any
<br /> judgment for damages which it receives,to recover reasonable attorney fees and costs of litigation.Any legal action against HEP relating to this
<br /> Agreement shall be commenced within one(1)year from the date that HEP provided the applicable labor or materials.Any claims commenced
<br /> after this one(1)year period are void.
<br /> 16.This Agreement covers the complete understanding between parties and shall become a valid Agreement only when accepted by Client and
<br /> subsequently approved in writing by an officer or agent of HEP.No verbal representations shall be binding on either party.
<br /> 17.This Section 17,described in the following paragraphs A through J including Miscellaneous sub-paragraphs a through f,is as follows:
<br /> A. In the performance of the Services,HEP shall at all times comply with all applicable laws,ordinances,statutes,and rules and regulations
<br /> relating to HEP or HEP s performance of the Services, including without limitation those promulgated by federal, state, county, and
<br /> municipal governing bodies.
<br /> B. HEP shall carry and maintain policies of insurance in accordance with the following:
<br /> C. At all times during the term of this Agreement,HEP shall procure and maintain with insurers reasonably acceptable to Client(a)worker's
<br /> compensation insurance and (b) comprehensive general liability insurance with a minimum liability coverage of Two Million Dollars
<br /> ($2,000,000).
<br /> D. Priorto execution of this Agreement,if requested by Client,HEP shall furnish Client with a certificate of insurance for all policies of insurance
<br /> required hereunder,stipulating that the insurer shall furnish Client thirty(30)days prior written notice of any cancellation,non-renewal or
<br /> material change in the insurance coverage.Client shall be named as an additional insured by endorsement,except with respect to worker
<br /> s compensation insurance. HEP shall maintain the comprehensive general liability insurance described above for not less than one year
<br /> after the expiration or earlier termination of this Agreement and will pay all premiums on all policies as and when the same become due.
<br /> E. HEP warrants that Services performed by HEP for Client and all equipment and materials furnished to Client will be of good quality and
<br /> workmanship, lien-free,free from defects, and in compliance with all applicable governmental requirements and regulations. Standard
<br /> original manufacturer product warranty terms apply to parts and equipment provided by HEP.HEP MAKES NO OTHER WARRANTIES.HEP'S
<br /> LIABILITY UNDERTHIS WARRANTY IS LIMITED TO THE COST TO REPAIR OR REPLACE EQUIPMENT,THE DECISION OF WHICH IS WITHIN HEP'S
<br /> SOLE DISCRETION,AND SUCH REPAIR OR REPLACEMENT SHALL BE CUSTOMER'S SOLE REMEDY.This warranty is conditioned upon proper
<br /> operation and maintenance by Client and shall not apply if the failure is caused or contributed to by accident,alteration,abuse,or misuse,
<br /> and this warranty shall not extend beyond the term of this Agreement.
<br /> F. HEP shall indemnify and hold Client harmless from and against any and all liability, losses, costs, and expenses (including reasonable
<br /> attorney's fees)for all damage or injury of any kind or nature(including death)to any person and for all property damage to the extent
<br /> caused by or resulting from the negligence or fault of HEP, its employees,agents,and representatives. Client shall indemnify and hold
<br /> harmless HEP,its agents and employees from and against all claims,damages,losses and expenses,including but not limited to attorneys'
<br /> fees,arising out of or resulting from the performance of work hereunder,to the extent caused by an active or passive act or omission of
<br /> Client,anyone directly or indirectly employed by Client,or anyone for whose acts Client may be liable. Further,HEP shall not be liable to
<br /> Client for any claims,liabilities,damages,losses,and expenses related to mold or the creation of mold at Client's location(s)and shall have
<br /> no obligation to treat,identify,or remove such mold.
<br /> G. HEP shall not be liable for the indoor air quality of the Client's facility,including without limitation injury or illness to occupants of the
<br /> facility or third parties,arising out of or in connection with the HEP's work under this Agreement.
<br /> H. Any information of Client or relating to Client's business,which HEP obtains as a result of the work contemplated by this Agreement,which
<br /> information is not generally available to the public,shall be considered"Confidential Information." All requests for Confidential Information
<br /> shall be directed to Client's representative,who will determine in his/her sole discretion whether disclosure of the requested Confidential
<br /> Information is necessary to enable HEP to perform the Services.Regardless of how it is obtained,HEP shall not disclose to any third party
<br /> or parties,or use,except expressly for the sole purpose of performing its obligations under this Agreement,any Confidential Information
<br /> given to HEP by Client or learned or developed during the course of the Services except that HEP may disclose such Confidential Information
<br /> to its employees, agents, consultants, counsel and contractors (collectively, "Representatives' ) who need to know such Confidential
<br /> Information in order for HEP to perform under the Agreement. HEP shall cause all such Representatives to comply with the provisions of
<br /> this paragraph H. Confidential Information excludes information that:a. is presently in HEP's possession,provided that such information
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