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that Gallagher is permitted to disclose and transfer Client's Confidential Information to Gallagher's affiliates,
<br /> agents or vendors that have a need to know the Confidential Information in connection with the Services provided
<br /> under this Agreement (including insurance carriers, as necessary, for quoting and/or placing insurance
<br /> coverages). In addition,Gallagher may also utilize anonymized/de-identified Client data in connection with data
<br /> analytics, service enhancement initiatives and similar business purposes. Either Party may also disclose such
<br /> information to the extent required to comply with applicable laws or regulations or the order of any court or
<br /> tribunal. Gallagher has established security controls to protect Client confidential information from unauthorized
<br /> use or disclosure. For additional information, please review Gallagher's Privacy Policy located at
<br /> https:/twww.a ig.com/privacy-p of icyl.
<br /> C. Both Gallagher and Client agree to comply with all state and federal laws, rules, and orders that
<br /> relate to privacy and data protection which are, or which in the future may be, applicable to Confidential
<br /> Information, the Services or the performance of obligations under this Agreement. Upon request, Gallagher will
<br /> cooperate with Client pursuant to applicable law(s) to comply with requests from individuals regarding their
<br /> personal information.
<br /> Vl. DISPUTE RESOLUTION
<br /> A. In the event a dispute between the Parties arising out of or relating to this Agreement or the
<br /> relationship created by this Agreement ("Dispute"), the Parties agree to resolve that Dispute by mediation. If
<br /> mediation fails to resolve the Dispute, the Parties agree to binding arbitration. The Parties waive any and all
<br /> rights they may have to commence litigation in court to resolve a Dispute, and specifically waive any and all
<br /> rights to pursue relief by class action or mass action in court or through arbitration. For the avoidance of doubt,
<br /> consistent with the provisions that follow, the Parties do not waive the ability to seek a court order of injunction
<br /> in aid of the mediation and arbitration required by this Agreement.
<br /> B. A Party wishing to assert a Dispute shall do so by providing a written notice("Notice")of the claim
<br /> to the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and
<br /> Mediation Procedures,unless specifically excluded under Section VLA of this Agreement.All Dispute resolutions
<br /> shall take place in Chicago, IL, unless otherwise agreed by the Parties. The Parties will equally divide all costs
<br /> of the mediation and arbitration proceedings and will each pay their own attorney fees. All matters will be before
<br /> neutral, impartial and disinterested mediator or arbitrator(s)that have at least 20 years'experience in commercial
<br /> and insurance coverage disputes, which may be based in legal practice, insurance company or insurance
<br /> brokerage practice, or a combination thereof.
<br /> C. Mediation will occur within sixty (60)days of filing the Notice with the AAA. Mediation results will
<br /> be reduced to a Memorandum of Understanding signed by both Parties and the mediator. A Dispute that is not
<br /> resolved in mediation will commence to binding arbitration. For Disputes in excess of $500,000, either Party
<br /> may elect to have the Dispute heard by a panel of three (3) arbitrators. The award of the arbitrator(s) shall be
<br /> accompanied by a reasoned opinion prepared and signed by the arbitrator(s). Except as may be required by
<br /> law, neither a Party nor a mediator or arbitrator may disclose the existence, content or results of any Dispute or
<br /> its dispute resolution proceeding without the prior written consent of both Parties.
<br /> VII. LIABILITY LIMITATIONS
<br /> Gallagher's liability to Client arising from any acts or omissions of Gallagher shall not exceed$20 million
<br /> in the aggregate. Without limiting the foregoing, each Party shall only be liable for actual damages incurred by
<br /> the other Party, and shall not be liable for any indirect, special, exemplary, consequential, reliance, punitive
<br /> damages or for any attorneys'fees other than as described in Section VIIIA below(whether incurred in a dispute
<br /> or an action against the other, or as alleged damages that any Party incurred in any insurance coverage dispute,
<br /> or otherwise). No claim or cause of action, regardless of form(tort, contract,statutory, or otherwise), arising out
<br /> of, relating to or in any way connected with this Agreement or any Services provided hereunder may be brought
<br /> by either Party any later than two(2)years after the accrual of such claim or cause of action.
<br /> Vill. MISCELLANEOUS
<br /> A. Indemnification. Each Party agrees to defend,indemnify and hold the other Party and its affiliates
<br /> and their respective directors, officers, employees and agents harmless from any and all losses, liabilities,
<br /> exposures, damages and all related costs and expenses, including reasonable legal fees, to the extent arising
<br /> from or relating to any third party claims, demands, suits, allegations, or causes or threats of action based on
<br /> Client Services Agreement 2023 Pace 3 of 4
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