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Category 2: Sensitive information
<br />14.2 In the event that the Licensee and the Licensor are both negligent, then Licensee's
<br />liability for indemnification of the Licensor shall be limited to its contributory negligence for
<br />any resulting suits, actions, claims, liability, damages, judgments, costs and expenses
<br />(including reasonable attorneys' fees and disbursements) that can be apportioned to the
<br />Licensee, its employees, agents, contractors and/or subcontractors.
<br />14.3 Licensee waives any immunity, defense, or protection under any workers'
<br />compensation, industrial insurance, or similar laws (including, but not limited to, the
<br />Washington Industrial Insurance Act, Title 51 of the Revised Code of Washington); provided,
<br />however, that Licensee's waiver of immunity through the provisions of this section extends
<br />only to claims against Licensee by Licensor pursuant to this Agreement, and does not include,
<br />or extend to, any claims by Licensee's employees directly against Licensee. The Parties
<br />hereby acknowledge that this waiver of immunity was expressly negotiated and agreed to by
<br />the Parties.
<br />14.4 The Licensor's inspection or acceptance of any of the Licensee's Work shall not be
<br />grounds to avoid any of these covenants of indemnification.
<br />14.5 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
<br />LICENSOR SHALL NOT HAVE ANY LIABILITY TO LICENSEE FOR ANY: LOSS OF
<br />PROFIT OR REVENUE, LOSS OF USE OF THE EQUIPMENT OR THE SYSTEM CLAIMS
<br />OF CUSTOMERS OF LICENSEE FOR SERVICE INTERRUPTIONS, OR INDIRECT,
<br />INCIDENTAL, SPECIAL, ECONOMIC OR CONSEQUENTIAL DAMAGES, AS A RESULT
<br />OF OR RELATED TO THE EQUIPMENT, THE EXISTENCE OF THE EQUIPMENT AT THE
<br />SITE(S), OR THIS AGREEMENT WHETHER ARISING IN CONTRACT, TORT
<br />(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, PRODUCT LIABILITY OR STRICT
<br />LIABILITY) OR OTHERWISE.
<br />14.6 Nothing contained in this section of this Agreement shall be construed to create a
<br />liability or a right of indemnification in any third party.
<br />14.7 The provisions of this section shall survive the expiration or termination of this
<br />Agreement with respect to any event occurring prior to such expiration or termination.
<br />15. ASSIGNMENT
<br />The Licensee shall not in any way assign, transfer, sublet or encumber this Agreement, nor any
<br />of the privileges hereby granted to it, without the prior written consent of the Licensor. Licensor
<br />agrees that it will not unreasonably withhold, delay, and/or condition approval of a written
<br />request by Licensee. Licensor reserves the right to require Licensee to provide appropriate
<br />information in order to properly evaluate the request including information pertaining to the
<br />financial stability and technical expertise of the proposed assignee, transferee, or sublicensee.
<br />Licensor reserves the right to charge to Licensee a reasonable fee for administrative costs, or
<br />a minimum of one thousand five hundred dollars ($1,500), whichever is greater, for the review
<br />SNO911 Master License Agreement 2025 Page 18
<br />Category 2: For official use only / disclosure permissible by law.
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