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Docusign Envelope ID:D1EB2A29-9840-4829-9504-B23D64FD7152
<br /> Form 11347-P () (007628)
<br /> INDEMNIFICATION AND RIGHT OF ENTRY AGREEMENT
<br /> 5. Principal shall not enter the property until any necessary Protection Services are confirmed, or a
<br /> written waiver of said Services has been approved by Railway or its authorized representative. The
<br /> term "Authorized Representative" means RailPros Field Services, Inc. or such other authorized
<br /> representative that Railway may designate from time to time.
<br /> 6. (a) Principal shall indemnify and save harmless Company, Company's parent, subsidiary and
<br /> affiliated companies, and their respective directors, officers, agents and employees (collectively,
<br /> the"Indemnified Parties")from and against any and all claims, demands, losses, suits,judgments,
<br /> costs, expenses (including without limitation reasonable attorney's fees)and liability in connection
<br /> with:
<br /> (i) any alleged loss of life of or personal or bodily injury to or damage to or loss of
<br /> property of any person, including without limitation any of the Indemnified Parties, arising from,
<br /> incident to or occurring in connection with the presence of any Licensee or any property of any
<br /> Licensee, or both, on the property of Company, regardless of whether negligence on the part of
<br /> any Indemnified Parties caused or contributed to such loss of life, personal or bodily injury or
<br /> property loss or damage, in whole or in part; provided, however, that if, under the law applicable to
<br /> enforcement of this Agreement, an agreement to indemnify against the indemnified party's own
<br /> negligence is invalid, then in that event Principal's obligation to indemnify the Indemnified Parties
<br /> under this Section shall be reduced in proportion to the negligence of Company, if any, that
<br /> proximately contributed to such loss of life, personal injury or property loss or damage, provided
<br /> that, in the event of personal injury to or death of an employee of Company, such employee's
<br /> negligence will not be considered to be negligence of Company under this provision;
<br /> (ii) any alleged violation of any law,statute,code,ordinance or regulation of the United
<br /> States or of any state, county or municipal government(including, without limitation, those relating
<br /> to air, water, noise, solid waste and other forms of environmental protection, contamination or
<br /> pollution or to discrimination on any basis)that results in whole or in part, directly or indirectly,from
<br /> the activities of Licensee related in any way to their presence on the Premises or from any other
<br /> act or omission of Licensee contributing to such violation, regardless of whether such activities,
<br /> acts or omissions are intentional or negligent, and regardless of any specification by Company
<br /> without actual knowledge that it might violate any such law, statute, code, ordinance or regulation;
<br /> (iii) any allegation that Company is an employer or joint employer of any Licensee or
<br /> is liable for related employment benefits or tax withholdings;
<br /> (iv) any decision by Company to remove or exclude any Licensee from the Premises
<br /> pursuant to Section 3 above;
<br /> (v) any violation of Section 12 of this Agreement; or
<br /> (vi) in addition to the obligations covered by subsection (i) above, which are not
<br /> modified by this subsection (vi), any other alleged injury or harm to any Licensee that is incident to
<br /> or occurs in connection with the exercise of the Right of Entry or the presence of any Licensee on
<br /> the property of Company, except where such injury or harm results from any judicially determined
<br /> violation of law by Company.
<br /> (b) No causes of action, defenses or claims of Principal against Company shall derogate from
<br /> or in any way invalidate or offset or prevent the enforcement of the obligations of Principal under
<br /> this Section.
<br /> 7. Insurance-Without limiting in any manner the liability and obligations assumed by Principal under
<br /> any other provision of this Agreement, and as additional protection to Railway, Principal shall
<br /> comply with the following provisions:
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