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such information is furnished, which the receiving Party knows or reasonably should know to be
<br /> confidential. Each Party shall treat Confidential Information as confidential and only use it in the
<br /> performance of its obligations under this Agreement.
<br /> B. The Parties acknowledge that Confidential Information includes personal data provided to
<br /> Gallagher by Client for the benefit of Client and/or its employees to facilitate the placement of insurance
<br /> and/or the Services set forth in Exhibit A. Both Parties also agree that the Confidential Information may
<br /> include information that alone, or in combination with other information, uniquely identifies an individual.
<br /> Client agrees that Gallagher is permitted to disclose and transfer Client's Confidential Information to
<br /> Gallagher's affiliates, agents or vendors that have a need to know the Confidential Information in
<br /> connection with the Services provided under this Agreement(including insurance carriers, as necessary,
<br /> for quoting and/or placing insurance coverages). In addition, Gallagher may also utilize anonymized/de-
<br /> identified Client data in connection with data analytics, service enhancement initiatives and similar
<br /> business purposes. Either Party may also disclose such information to the extent required to comply with
<br /> applicable laws or regulations or the order of any court or tribunal. Gallagher has established security
<br /> controls to protect Client confidential information from unauthorized use or disclosure. For additional
<br /> information, please review Gallagher's Privacy Policy located at https://www.aig.com/privacy-policy/.
<br /> C. Both Gallagher and Client agree to comply with all state and federal laws, rules, and orders
<br /> that relate to privacy and data protection which are, or which in the future may be, applicable to
<br /> Confidential Information, the Services or the performance of obligations under this Agreement. Upon
<br /> request, Gallagher will cooperate with Client pursuant to applicable law(s) to comply with requests from
<br /> individuals regarding their personal information.
<br /> VI. LIABILITY LIMITATIONS
<br /> Gallagher's liability to Client arising from any acts or omissions of Gallagher shall not exceed $20
<br /> million in the aggregate. Without limiting the foregoing, each Party shall only be liable for actual damages
<br /> incurred by the other Party, and shall not be liable for any indirect, special, exemplary, consequential,
<br /> reliance, or punitive damages or for any attorneys' fees other than as described in Section VIIIA below
<br /> (whether incurred in a dispute or an action against the other, or as alleged damages that any Party
<br /> incurred in any insurance coverage dispute, or otherwise). No claim or cause of action, regardless of
<br /> form (tort, contract, statutory, or otherwise), arising out of, relating to or in any way connected with this
<br /> Agreement or any Services provided hereunder may be brought by either Party any later than two (2)
<br /> years after the accrual of such claim or cause of action.
<br /> VII. MISCELLANEOUS
<br /> A. Indemnification. Each Party agrees to defend, indemnify and hold the other Party and its
<br /> affiliates and their respective directors, officers, employees and agents harmless from any and all losses,
<br /> liabilities, exposures, damages and all related costs and expenses, including reasonable legal fees, to
<br /> the extent arising from or relating to any third party claims, demands, suits, allegations, or causes or
<br /> threats of action based on the indemnifying Party's: (i)breach of any representation,warranty or covenant
<br /> made by such Party hereunder, or (ii) grossly negligent acts or omissions or intentional misconduct;
<br /> provided, however, that the indemnifying Party's indemnification obligations hereunder shall be reduced
<br /> to the extent that such losses and damages arise from the acts or omissions of the other Party or its
<br /> employees or agents.
<br /> B. Advisory Services. The Services provided by Gallagher, its employees and affiliated
<br /> companies do not constitute legal or tax advice. Client must consult with its own legal and financial
<br /> advisors to become fully apprised of any legal or financial implications to its business.
<br /> C. Assignment. This Agreement shall apply to and bind the successors and assigns of the
<br /> Parties hereto, including, in the event of a Party's insolvency, debtors-in-possession and any appointed
<br /> trustee or administrator. This Agreement shall not be assignable by either Party, except with the prior
<br /> written consent of the other Party; provided, however, that either Party may assign this Agreement to an
<br /> affiliate or in the event of a merger or sale, provided the assignee is willing and able to assume such
<br /> Chent Services Agreemeni 2019 Page 3 of 5
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