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medical 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 Agreentertt, then the breaching party shall defend, indemnify
<br />and hole{ harmless the non-broaching patty, its officers, agents and employees against all
<br />claims, losses, demands, actions, liabilities, and costs (including, without limitation,
<br />reasonable attorneys' fees and expenses) arising from such breach, In addition, if
<br />Keenan (i) becomes the subject of a subpoena or is otherwise compelled to testify or (.it)
<br />becomes the subject of a claim., demand, 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 '117ird -Party Demand is not a direct result of Keenan'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 irn resolving such
<br />Third- PartyDemand.
<br />A. LiMI'X. 'I'ION OF LIABLLITY
<br />Notwithstanding anything to the contraryin this Agreement, in no event shall either party be
<br />liable far any punitive damages, fines, penalties, taxes or anyindirect, incidental, or special
<br />damages incurred by the other party, its officers, employees, agents, contractors or
<br />consultants whether or not foreseeable and whether or not based in contract or tort claims
<br />or otherwise, arising out of or in 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 Client under this
<br />Agreement during the period of six (6) months preceding the occurrence of the alleged
<br />damage.
<br />9. RI PCTI' ON
<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 bitnding arbitration before Judicial Arbitration & Mediation Services
<br />( "JAMS ") or ADR Services, at the claimant's choice, in Orange County, California,
<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 />B. 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 limit 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 Agreement 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 />Kee= &I. Assmaees - License P0,151271
<br />6enefit6ridge Sarvie" AgwememoNo DAV
<br />Confidential Foi Clieru Use Only
<br />(Rev.02/ H/17) Page 5 of 10
<br />25D -7
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