For the purposes of this Agreement, the following terms shall have the meanings ascribed to them herein, and such terms shall apply equally in both singular and plural forms. The term "Claim" shall mean any and all demands, actions, causes of action, suits, proceedings, investigations, arbitrations, administrative proceedings, charges, complaints, assessments, judgments, or any other form of legal, equitable, or administrative action asserted or threatened by any person or entity, whether a Party hereto or a third party, arising out of or in any way connected with the subject matter of this Agreement.

The term "Losses" shall mean any and all losses, damages (including direct, indirect, incidental, consequential, special, exemplary, and punitive damages to the extent recoverable at law), liabilities, obligations, settlements, judgments, awards, fines, penalties, taxes, interest, costs, and expenses of every nature and kind whatsoever, including, without limitation, reasonable attorneys' fees, expert witness fees, court costs, investigation costs, and all other costs of defense, compromise, or settlement.

The term "Indemnitees" shall mean, collectively, the Indemnified Party together with its parent entities, subsidiaries, affiliates, successors, assigns, and each of their respective officers, directors, shareholders, members, partners, employees, agents, representatives, contractors, consultants, invitees, and licensees.

The term "Property" shall mean the real property, premises, improvements, fixtures, equipment, installations, utilities, and all appurtenances thereto identified in the recitals of this Agreement, together with any additional property or premises designated in writing by the Indemnified Party from time to time.

The term "Covered Activities" shall have the meaning ascribed to it in the section captioned Covered Activities and Use of Property.

In this Agreement, headings are inserted for convenience only and shall not affect the construction or interpretation of any provision; words importing one gender include all genders; references to any statute, regulation, or legal rule include all amendments and successor provisions thereto; and the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

Any ambiguity in the construction or interpretation of this Agreement shall not be construed against the drafter, the Parties having had equal opportunity to review, comment upon, and negotiate the terms hereof with the advice of their respective legal counsel.

The Indemnifying Party hereby irrevocably and unconditionally agrees to indemnify, defend, protect, save, and hold harmless the Indemnitees from and against any and all Claims and Losses of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, arising out of, resulting from, relating to, or in any manner connected with the Indemnifying Party's access to, presence upon, use of, or activities conducted at or in relation to the Property.

The hold harmless and indemnification obligations set forth herein shall extend to, without limitation, Claims and Losses arising from bodily injury (including sickness, disease, or death), personal injury, emotional distress, property damage (including loss of use), environmental contamination, breach of statutory or regulatory duties, infringement of third-party rights, and any acts or omissions of the Indemnifying Party, its employees, contractors, subcontractors, agents, invitees, licensees, guests, or any other person acting under its direction, control, or on its behalf.

This indemnification is intended to be and shall be construed as the broadest form of indemnity permitted by applicable law, and shall apply irrespective of whether such Claims or Losses are asserted directly against any of the Indemnitees or against the Indemnifying Party, and irrespective of whether the Claim arises in contract, tort (including negligence other than the negligence excluded herein), strict liability, statutory liability, or any other legal theory.

The obligations of the Indemnifying Party hereunder are in addition to, and not in substitution for, any other obligations the Indemnifying Party may have at law, in equity, or under any other agreement with the Indemnified Party, and no limitation, cap, or exclusion of liability contained in any other agreement between the Parties shall apply to or diminish the indemnity obligations set forth in this Agreement unless expressly stated otherwise herein.

The Indemnifying Party acknowledges and agrees that the indemnity set forth herein constitutes a material inducement to the Indemnified Party's willingness to permit the Indemnifying Party to access and use the Property, and that absent such indemnity the Indemnified Party would not have entered into this Agreement.

The Indemnifying Party expressly waives, to the fullest extent permitted by applicable law, any and all defenses, immunities, limitations, or protections that might otherwise bar, limit, or reduce the indemnity obligations herein, including any defenses arising under workers' compensation or similar statutory schemes, and agrees that such waiver is a knowing, voluntary, and bargained-for element of this Agreement.

The indemnification obligations hereunder shall apply regardless of whether the Indemnified Party is also contractually or legally obligated to indemnify any third party in respect of the same Claim or Loss, and the Indemnifying Party shall remain primarily liable notwithstanding any contribution or indemnification that may be sought from or provided by any other person.

Upon receipt of notice of any Claim for which indemnification may be sought under this Agreement, the Indemnified Party shall have the right, at its sole option and discretion, either to (i) tender the defense of the Claim to the Indemnifying Party, in which case the Indemnifying Party shall promptly assume and conduct the defense at its own expense with counsel reasonably acceptable to the Indemnified Party, or (ii) assume and control the defense of such Claim itself, in which case the Indemnifying Party shall promptly reimburse the Indemnified Party for all costs and expenses incurred, including reasonable attorneys' fees.

Should the Indemnifying Party assume the defense of any Claim, it shall do so diligently and in good faith, and shall keep the Indemnified Party fully and promptly informed of all material developments. The Indemnified Party shall at all times retain the right, at its own cost (unless the Indemnifying Party has failed to diligently defend, in which case such cost shall be borne by the Indemnifying Party), to participate in the defense through counsel of its own choosing.

The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement, compromise, or consent decree with respect to any Claim that (i) does not include an unconditional release of each Indemnitee from all liability arising out of such Claim, (ii) imposes any monetary or non-monetary obligation on any Indemnitee, (iii) includes any admission or acknowledgment of fault, wrongdoing, or liability on the part of any Indemnitee, or (iv) adversely affects the business, reputation, operations, or rights of any Indemnitee.

If the Indemnifying Party fails or refuses to assume the defense of any tendered Claim within [Number] days of notice thereof, or fails to prosecute such defense with reasonable diligence, the Indemnified Party may, upon written notice to the Indemnifying Party, assume or resume control of the defense and settle such Claim upon such terms as it deems appropriate in its sole discretion, and the Indemnifying Party shall remain fully liable for all Losses, including the full amount of any such settlement and all costs of defense.

The Indemnified Party may at any time, in its sole discretion and upon written notice to the Indemnifying Party, elect to settle, compromise, or otherwise resolve any Claim without the consent of the Indemnifying Party, and such settlement shall be fully covered by the indemnity obligations hereunder, provided that the Indemnified Party acted in good faith.

All amounts owed by the Indemnifying Party in respect of defense costs, settlements, judgments, or Losses shall be paid within [Number] days of written demand by the Indemnified Party, together with reasonable supporting documentation. Any amounts not paid when due shall bear interest at the rate of [Interest Rate]% per annum, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full.

The indemnity set forth in this Agreement shall apply to and encompass all activities, operations, undertakings, and uses conducted by or on behalf of the Indemnifying Party upon or in connection with the Property, including, without limitation, (i) entry upon and occupation of the Property, (ii) the conduct of [Description of Permitted Activities] by the Indemnifying Party, its personnel, agents, contractors, and invitees, (iii) the installation, operation, maintenance, repair, or removal of any equipment, materials, or improvements, (iv) the transportation of persons, goods, materials, or substances to, from, or upon the Property, and (v) any other activity authorized or undertaken under this Agreement (collectively, the "Covered Activities").

The Indemnifying Party acknowledges that it has inspected the Property or has had full and fair opportunity to do so, and accepts the Property on an "as is, where is" basis, with all faults and defects, whether patent or latent, and without reliance upon any representation or warranty of the Indemnified Party as to the condition, suitability, safety, or fitness of the Property for any particular purpose.

The Indemnifying Party shall, at its sole cost and expense, comply with all applicable laws, ordinances, regulations, codes, permits, licenses, and lawful directives of any governmental or regulatory authority applicable to the Covered Activities or the Property, and shall obtain and maintain in effect all permits, licenses, and approvals necessary for the lawful conduct of the Covered Activities.

The Indemnifying Party shall use the Property solely for the purposes expressly authorized herein and shall not conduct, permit, or suffer any activity upon the Property that is unlawful, hazardous, environmentally harmful, or otherwise outside the scope of the Covered Activities, without the prior express written consent of the Indemnified Party.

The Indemnifying Party shall exercise reasonable care in the conduct of the Covered Activities and shall take all reasonable precautions to prevent injury to persons and damage to property, and shall promptly repair, replace, or restore, at its sole cost, any damage to the Property caused by its personnel, agents, contractors, invitees, or activities, normal wear and tear excepted.

The permission granted hereunder for the Indemnifying Party's use of the Property is revocable at any time by the Indemnified Party, with or without cause, upon [Number] days' prior written notice, and such revocation shall not relieve the Indemnifying Party of any indemnity or other obligation arising out of events or circumstances occurring prior to the effective date of revocation.

The Indemnifying Party shall not assign, sublet, license, or otherwise transfer any right of access to or use of the Property to any third party without the prior written consent of the Indemnified Party, which consent may be withheld in the Indemnified Party's sole and absolute discretion.

The indemnification and hold harmless obligations of the Indemnifying Party set forth herein shall not extend to the portion, if any, of any Claim or Loss that is finally determined by a court or arbitral tribunal of competent jurisdiction, by non-appealable judgment or award, to have been directly caused by the sole negligence or willful misconduct of the Indemnified Party.

For the avoidance of doubt, the foregoing exclusion shall apply only to the proportionate share of a Claim or Loss attributable to the Indemnified Party's own negligence, and shall not relieve the Indemnifying Party of its obligations with respect to any portion of such Claim or Loss attributable to the acts, omissions, negligence, or misconduct of the Indemnifying Party, any Indemnitee other than the particular negligent Indemnified Party, or any third party.

In any case in which the exclusion set forth above may apply, the Indemnifying Party shall nonetheless assume and bear the full costs of defense of the entire Claim until such time as a final, non-appealable determination of the Indemnified Party's negligence is made, at which point an appropriate equitable apportionment of defense costs may be made between the Parties on a comparative fault basis.

The exclusion set forth in this section shall be strictly and narrowly construed. The mere allegation of negligence or wrongdoing on the part of the Indemnified Party by a claimant shall not suspend, defer, or diminish the Indemnifying Party's indemnity and defense obligations hereunder.

No act, omission, failure to inspect, failure to enforce, delay in enforcement, or waiver by the Indemnified Party of any provision of this Agreement or any applicable requirement shall be deemed to constitute negligence or willful misconduct of the Indemnified Party for purposes of this section.

Except as expressly set forth in this section, no other exclusions, limitations, carve-outs, or defenses shall apply to or diminish the indemnity obligations of the Indemnifying Party hereunder, and any ambiguity concerning the scope of exclusions shall be resolved in favor of indemnification.

This Agreement shall become effective as of the Effective Date and shall continue in full force and effect for the duration of the Indemnifying Party's access to or use of the Property, and thereafter until the expiration of all applicable statutes of limitation relating to Claims that may arise out of or in connection with the Covered Activities.

Notwithstanding the termination, expiration, or revocation of this Agreement for any reason, the indemnification, hold harmless, defense, insurance, limitation of liability, notice, cooperation, governing law, and dispute resolution provisions hereof, together with any other provision which by its nature should survive, shall survive and continue in full force and effect indefinitely.

Any Claim arising out of, resulting from, or relating to any event, act, omission, condition, or circumstance occurring during the term of this Agreement shall be fully covered by the indemnification obligations hereunder, regardless of when such Claim is asserted or made known to any Party.

Either Party may terminate this Agreement upon [Number] days' prior written notice to the other Party; provided, however, that the Indemnified Party may terminate this Agreement immediately upon written notice to the Indemnifying Party in the event of any material breach by the Indemnifying Party, any failure to maintain required insurance, or any conduct by the Indemnifying Party that in the Indemnified Party's reasonable judgment creates a risk of harm or liability.

Termination of this Agreement shall not relieve the Indemnifying Party of any obligation accrued prior to termination, nor of any ongoing indemnification, defense, or other obligation that survives termination pursuant to this section.

Upon termination or expiration, the Indemnifying Party shall promptly vacate the Property, remove all of its personnel, equipment, and materials, and restore the Property to the condition in which it was received, normal wear and tear excepted, at the Indemnifying Party's sole cost and expense.

The Indemnified Party shall provide the Indemnifying Party with written notice of any Claim for which indemnification is sought hereunder within a reasonable period after the Indemnified Party becomes actually aware of such Claim; provided, however, that any delay or failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder except, and only to the extent that, such delay or failure materially and actually prejudices the Indemnifying Party's ability to defend the Claim.

Each notice of Claim shall contain a reasonable description of the nature of the Claim, the identity of the claimant (to the extent known), and copies of any pleadings, correspondence, or other documents reasonably available to the Indemnified Party relating to the Claim.

The Indemnifying Party shall, at its own cost and expense, cooperate fully with the Indemnified Party in the investigation, defense, and resolution of any Claim, including by making available relevant personnel, documents, records, and information, providing reasonable access to witnesses, and executing such instruments and taking such actions as may be reasonably necessary.

The Indemnified Party shall likewise provide reasonable cooperation to the Indemnifying Party in connection with the defense of any Claim for which the Indemnifying Party has assumed defense in accordance with this Agreement, at the Indemnifying Party's cost and expense.

Neither Party shall make any admission of liability, offer of settlement, or statement to any claimant, insurer, governmental authority, or media representative concerning any Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld in the case of consent sought by the Indemnifying Party, but which may be withheld by the Indemnified Party in its sole discretion where its interests may be affected.

All documents, information, and communications exchanged between the Parties in connection with any Claim shall be treated as confidential and, to the extent possible, as subject to attorney-client privilege and work product protection, and shall not be disclosed to any third party except as required by law or as necessary for the defense of the Claim.

Any statute of limitations, repose, or similar time bar applicable to any Claim shall be deemed tolled as between the Parties for so long as reasonably necessary to permit the resolution of indemnification issues hereunder.

Nothing contained in this Agreement shall be construed to limit, cap, reduce, or exclude the Indemnifying Party's liability to the Indemnified Party in respect of indemnification, defense, or hold harmless obligations hereunder, and the Parties expressly intend that such obligations shall be without monetary cap or limitation.

To the fullest extent permitted by applicable law, the Indemnified Party shall not be liable to the Indemnifying Party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunity, data, or goodwill, arising out of or in connection with this Agreement, the Property, or the Covered Activities, regardless of the form of action or theory of liability.

The aggregate liability of the Indemnified Party to the Indemnifying Party, if any, under or in connection with this Agreement shall in no event exceed [Currency] [Amount], provided that nothing herein shall limit any liability which by applicable law cannot be excluded or limited.

The Indemnifying Party expressly acknowledges and agrees that the allocation of risk and limitations of liability in favor of the Indemnified Party set forth in this Agreement reflect a bargained-for allocation of risk between commercial parties and constitute an essential basis of the bargain, without which the Indemnified Party would not have entered into this Agreement.

No limitation on the liability of the Indemnified Party contained in this Agreement shall apply to the Indemnifying Party's obligations to indemnify, defend, and hold harmless the Indemnitees, or to the Indemnifying Party's obligations under any insurance provision hereof.

The Indemnifying Party shall, at its sole cost and expense, procure and maintain in full force and effect, throughout the term of this Agreement and for a period of not less than [Number] years thereafter, insurance of the types and in the minimum amounts set forth below, issued by insurers of recognized financial standing authorized to do business in [Country/Jurisdiction].

Such insurance shall include, at minimum: (i) commercial general liability insurance, including coverage for bodily injury, property damage, personal and advertising injury, and contractual liability specifically covering the indemnity obligations hereunder, with limits of not less than [Currency] [Amount] per occurrence and [Currency] [Amount] in the aggregate; (ii) workers' compensation insurance as required by applicable law and employer's liability insurance with limits of not less than [Currency] [Amount] per occurrence; (iii) automobile liability insurance covering all owned, non-owned, and hired vehicles with limits of not less than [Currency] [Amount] per accident; and (iv) such additional coverage as may be reasonably required by the Indemnified Party in writing from time to time.

All such insurance policies shall name the Indemnitees as additional insureds, shall be primary and non-contributory with respect to any insurance maintained by the Indemnified Party, and shall contain a waiver of subrogation in favor of the Indemnitees.

The Indemnifying Party shall provide the Indemnified Party with certificates of insurance evidencing the coverage required hereunder prior to accessing the Property and upon each renewal of such coverage, and shall provide the Indemnified Party with not less than [Number] days' prior written notice of any cancellation, non-renewal, or material change in coverage.

The procurement and maintenance of insurance by the Indemnifying Party shall in no event be construed to limit, waive, or diminish the Indemnifying Party's indemnification, defense, or other obligations hereunder, and the liability of the Indemnifying Party shall not be limited to the amount or scope of insurance maintained.

The failure of the Indemnifying Party to procure, maintain, or provide evidence of the required insurance shall constitute a material breach of this Agreement, entitling the Indemnified Party to suspend access to the Property, terminate this Agreement immediately, or procure such insurance at the Indemnifying Party's cost, in addition to any other remedies available at law or in equity.

Each Party represents and warrants to the other that it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and that it has full power and authority to enter into this Agreement and to perform all of its obligations hereunder.

Each Party further represents and warrants that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action, and that the person signing this Agreement on its behalf has full legal authority to bind such Party.

Each Party represents and warrants that the execution and performance of this Agreement does not and will not violate any applicable law, regulation, judgment, order, or any other agreement, instrument, or obligation to which it is a party or by which it is bound.

The Indemnifying Party further represents and warrants that it has inspected or had the opportunity to inspect the Property, that it has independently evaluated the risks associated with the Covered Activities, and that it is not relying upon any representation, warranty, statement, or inducement by the Indemnified Party except as expressly set forth in this Agreement.

The Indemnifying Party further represents and warrants that it has the experience, expertise, personnel, equipment, financial resources, and insurance necessary to conduct the Covered Activities safely and in compliance with all applicable laws, standards, and best industry practices.

The Indemnified Party makes no representation or warranty of any kind, express or implied, with respect to the Property, including, without limitation, any warranty of merchantability, fitness for a particular purpose, safety, condition, or compliance with any law or standard, and all such representations and warranties are hereby expressly disclaimed.

Each Party acknowledges that it has entered into this Agreement on the basis of its own independent judgment and investigation, with the opportunity to consult with legal, financial, and other advisors of its choosing.

The Indemnifying Party shall not assign, delegate, transfer, or otherwise dispose of this Agreement or any of its rights or obligations hereunder, whether by operation of law, merger, consolidation, change of control, or otherwise, without the prior written consent of the Indemnified Party, which consent may be withheld in the Indemnified Party's sole and absolute discretion.

Any purported assignment, delegation, or transfer in violation of the foregoing shall be void ab initio and of no force or effect.

The Indemnified Party may freely assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, to any person or entity, including any parent, subsidiary, affiliate, successor-in-interest, or purchaser of all or substantially all of its assets or business, without the consent of the Indemnifying Party, and shall provide notice of any such assignment to the Indemnifying Party.

In the event of any permitted assignment, the assignee shall assume all of the assigning Party's obligations hereunder, and the assigning Party shall remain jointly and severally liable with the assignee for the performance of all obligations hereunder unless expressly released in writing by the other Party.

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns.

Except as expressly set forth herein with respect to the Indemnitees, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing herein shall be construed to confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

All notices, consents, approvals, demands, or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when (i) delivered personally against written receipt, (ii) sent by internationally recognized courier service with tracked delivery, (iii) sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) sent by electronic mail with confirmation of receipt, to the addresses or electronic mail addresses specified below or such other address as a Party may designate by notice given in accordance with this section.

If to the Indemnifying Party: [Name], [Address], Attention: [Name/Title], Email: [Email Address].

If to the Indemnified Party: [Name], [Address], Attention: [Name/Title], Email: [Email Address].

Notices delivered personally shall be deemed given upon receipt; notices sent by courier shall be deemed given on the date of confirmed delivery; notices sent by registered or certified mail shall be deemed given on the fifth business day after deposit in the mail; and notices sent by electronic mail shall be deemed given on the date of confirmed receipt, provided such notice is also dispatched by one of the other means set forth above within [Number] business days thereafter.

Each Party shall promptly notify the other Party in writing of any change in its address, electronic mail, or designated recipient for notices under this Agreement.

Any notice given by the Indemnified Party in connection with a Claim, insurance matter, or breach shall be effective upon dispatch by any of the means set forth above, notwithstanding any delay or failure in actual receipt, provided such notice was dispatched to the most recent address provided by the Indemnifying Party.

This Agreement, and all matters arising out of or relating to this Agreement, including its formation, validity, interpretation, performance, breach, and termination, shall be governed by, construed, and enforced in accordance with the laws of [Country/Jurisdiction], without giving effect to any conflict of laws principles that would require the application of the laws of any other jurisdiction.

The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through amicable negotiation between senior representatives, commencing promptly after written notice of the dispute is given by one Party to the other.

If the dispute is not resolved through negotiation within [Number] days after such written notice, either Party may submit the dispute to binding arbitration administered by [Arbitration Institution] in accordance with its then-prevailing rules, which rules are deemed incorporated herein by reference.

The arbitration shall be conducted by [one/three] arbitrator(s) appointed in accordance with the applicable rules, shall be seated in [City, Country/Jurisdiction], and shall be conducted in the [Language] language. The award of the arbitrator(s) shall be final, binding, and enforceable in any court of competent jurisdiction.

Notwithstanding the foregoing, the Indemnified Party shall have the right, at its sole discretion, to seek injunctive, equitable, or other provisional relief, or to enforce indemnification obligations, in any court of competent jurisdiction, without first exhausting negotiation or arbitration, in order to prevent or restrain irreparable harm or to protect its rights.

Each Party irrevocably waives, to the fullest extent permitted by applicable law, any objection to the laying of venue of any such proceeding and any claim that any such proceeding has been brought in an inconvenient forum, and consents to the jurisdiction of the courts of [City, Country/Jurisdiction] for any judicial proceedings permitted hereunder.

The prevailing Party in any arbitration or litigation arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and costs of the proceeding from the non-prevailing Party.

If any provision of this Agreement, or the application of any such provision to any person, entity, or circumstance, shall be held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, voidness, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, void, or unenforceable provision had never been contained herein.

Upon any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible, in a mutually acceptable manner, to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

If any indemnification, defense, or hold harmless obligation of the Indemnifying Party under this Agreement is held to be unenforceable in the full scope intended, such obligation shall be enforced to the maximum extent permitted by applicable law, and the Indemnifying Party expressly consents to such reduction in scope rather than any complete elimination of the obligation.

The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

This Agreement, together with any documents expressly referenced herein, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, discussions, and communications, whether oral or written, between the Parties relating to such subject matter.

The Parties acknowledge that in entering into this Agreement they have not relied upon any statement, representation, assurance, or warranty (whether made negligently or innocently) of any person other than as expressly set out in this Agreement.

No course of dealing, course of performance, usage of trade, or other extrinsic evidence shall be used to modify, supplement, explain, or contradict any of the terms of this Agreement.

In the event of any conflict or inconsistency between the provisions of this Agreement and any other document or agreement between the Parties, the provisions of this Agreement shall prevail with respect to the subject matter hereof, unless such other document expressly states otherwise and is duly executed by both Parties with reference to this Agreement.

No amendment, modification, supplement, or variation of this Agreement or any provision hereof shall be valid or binding unless set forth in a written instrument expressly identified as an amendment to this Agreement and duly executed by authorized representatives of both Parties.

No waiver of any provision of this Agreement, or of any breach or default hereunder, shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.

No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

A waiver by any Party of any breach or default by the other Party shall not constitute a waiver of any other or subsequent breach or default, whether of the same or any other provision.

The rights and remedies provided in this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law, in equity, or under any other agreement.

Any waiver granted by the Indemnified Party shall be strictly construed and shall apply only to the specific instance and purpose for which it is given.