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triedical advice for any reason, including but not limited to, information provided in
<br />connection with the services, the platform and any content related thereto.
<br />D. If either party breaches this Agreement, then the breaching party shall defend, indennnify
<br />and hold harmless the non -breaching patty, its officers, agents and employees against all
<br />claims, losses, demands, actions, liabilities, and costs (including, without linutation,
<br />reasonable attorneys' fees and expenses) arising from such breach, In addition, if
<br />Keenan (() becomes the subject of a subpoena or is otherwise compelled to testify or (ii)
<br />becomes the subject of a claim, derm ind, action or liability brought or asserted by one of
<br />Client's employees, plan beneficiaries, or Plan vendors ("Third -Party Demand") relating
<br />to the Services and such 'Third -Party Dernand is not a direct result of ISeenan's
<br />negligence or willful misconduct, then Client shall defend, indemnify and hold Keenan
<br />harmless from all losses, payments, and expenses incurred by Keenan in resolving such
<br />"i"hird-Part7I)emand,
<br />Notwithstanding anything to the contraryiut this Agreennent, in no event shall either party -be
<br />liable for arrypunitive damages, fines, penalties, taxes oranyindirect, incidental, or special
<br />damses irtcurred by the other patty, its officers, employees, agents, contractors or
<br />consi5tants whether or not foreseeable and whether or not based in contract or tots claims
<br />or otherwise, arising out of or hn connection with this Agreement even if advised of the
<br />possibility of such damage.
<br />Keenan's liability to Client shall not exceed the amount actually paid by Oient under this
<br />.Agreement during the period of six (G) months preceding the occurrence of the alleged
<br />damage,
<br />9. R ! PCTTE RESOLUTION
<br />A. In the event of any dispute arising out, of or relating to this .Agreement that cannot be
<br />settled through informal discussion or mediation, such dispute shall be resolved by
<br />submission to binding arbitration before judicial. Arbitration 8� Mediation Services
<br />("JAMS") or ADR Services, at the claimant's choice, in Orange County, Calfonni.a,
<br />before a retired judge or justice. If the parties are unable to agree on a retired judge or
<br />justice, the selected arbitration service (JAMS or ADR Services) will select the arbitrator,
<br />P. In any such arbitration, the parties shall be entitled to take discovery in accordance with
<br />the provisions of the California Code of Civil Procedure, but either party may request
<br />that the arbitrator 1uuit the amount or scope of such discovery, and in determining
<br />whether to do so, the arbitrator shall balance the need for the discovery against the
<br />parties' mutual desire to resolve disputes expeditiously and inexpensively.
<br />C. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce
<br />any provision of this 4,reemcnt will be awarded reasonable attorneys' fees and costs
<br />incurred in that action, arbitration of proceeding, or in the enforcement of any judgment
<br />or award rendered.
<br />Koersvn &Assoch=4 - License M 0451271
<br />UenefitBiklge Setviece Agrecnreno-Nu DAV
<br />Confidential vor Client Use Only
<br />(Rcv, tl2/ IJ/ M Nge 5 of 10
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