PROPRIETARY AND CONFIDENTIAL PRIMUS STAFFING SOLUTIONS, INC. PAGE 4
13. To the extent permitted by law, CLIENT will defend, indemnify, and hold STAFFING FIRM
and its parent, subsidiaries, directors, officers, agents, representatives, and employees
harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the
extent caused by CLIENT’s breach of this Agreement; its failure to discharge its duties and
responsibilities set forth in Section 2; or the negligence, gross negligence, or willful
misconduct of CLIENT or CLIENT’s officers, employees, or authorized agents in the
discharge of those duties and responsibilities.
14. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND
GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR
ORAL OR WRITTEN STATEMENTS BY STAFFING FIRM OR OTHERWISE (INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR
PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
STAFFING FIRM MAKES NO ASSURANCE AS TO THE RESULTS OF ITS SERVICES,
AND STAFFING FIRM IS TO BE PAID FOR SERVICES RENDERED IRRESPECTIVE OF
THE RESULTS OF SUCH SERVICES.
15. NEITHER PARTY SHALL BE LIABLE FOR OR BE REQUIRED TO INDEMNIFY THE
OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL,
PUNITIVE, OR LOST PROFIT DAMAGES THAT ARISE IN CONNECTION WITH THIS
AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT,
TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF
HOW CHARACTERIZED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
16. As a condition precedent to indemnification, the party seeking indemnification will inform the
other party within two (2) business days after it receives notice of any claim, loss, liability, or
demand for which it seeks indemnification from the other party; and the party seeking
indemnification will cooperate in the investigation and defense of any such matter.
Miscellaneous
17. Provisions of this Agreement, which by their terms extend beyond the termination or
nonrenewal of this Agreement, will remain effective after termination or nonrenewal.
18. No provision of this Agreement may be amended or waived unless agreed to in a writing
signed by the parties.
19. Each provision of this Agreement will be considered severable, such that if any one provision
or clause conflicts with existing or future applicable law or may not be given full effect
because of such law, no other provision that can operate without the conflicting provision or
clause will be affected.
20. This Agreement and the exhibits attached to it contain the entire understanding between the
parties and supersede all prior agreements and understandings relating to the subject matter
of the Agreement.
21. The provisions of this Agreement will inure to the benefit of and be binding on the parties and
their respective representatives, successors, and assigns.