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SECTION 15 Indemnification and Limitation of Liability
<br />(a) Anything in this Agreement to the contrary notwithstanding, neither Party nor its respective officers,
<br />directors, agents, employees, parent, subsidiaries or affiliates or their affiliates' officers, directors, agents or
<br />employees shall be liable, irrespective of whether such claim of liability is based upon breach of warranty, tort,
<br />(including negligence, whether of any of the Parties to this Agreement or others), strict liability, contract,
<br />operation of law or otherwise, to any other Party, or its affiliates, officers, directors, agents, employees,
<br />successors or assigns, or their respective insureds, for incidental, delay, punitive or consequential damages
<br />connected with, related to or arising from performance or non-performance of this Agreement, or any action
<br />or inaction in connection therewith including claims in the nature of lost revenues, income or profits (other
<br />than payments expressly required and due under this Agreement), and increased expense of, curtailment,
<br />reduction in or loss of power generation production or equipment used therefor.
<br />(b) Ameresco's total aggregate liability for any and all injuries, damages, claims, losses, expenses or claim
<br />expenses (including attorney's fees) arising out of this Agreement from all causes or any causes, regardless of
<br />the legal theory under which liability is imposed, shall in all cases be limited to the sum of the payments received
<br />by Ameresco under Section 4. Such causes shall include, but not be limited to, Ameresco's negligence, errors,
<br />omissions, strict liability, breach of contract, warranty, breach of warranty or any indemnified claims.
<br />(c) Ameresco agrees to indemnify and hold Customer harmless from and against any and all third party
<br />claims for damages but only to the extent such damages arise by reason of bodily injury, death or damage to
<br />property caused by Ameresco's negligence or willful misconduct. To the extent that any such damages are
<br />covered by or under Ameresco's Commercial General Liability Insurance policy, Ameresco shall not be required
<br />to indemnify Customer in excess of the proceeds of such policy. In no event, however, shall Ameresco be
<br />obligated to indemnify Customer to the extent that any such injury or damage is caused by the negligence of
<br />Customer or any entity for which Customer is legally responsible.
<br />(d) Customer agrees to indemnify and hold harmless Ameresco, its officers, agents and employees, from
<br />and against any and all third party claims for damages but only to the extent such damages arise by reason of
<br />bodily injury, death or damage to property caused by Customer's negligence or willful misconduct. In no event,
<br />however, shall Customer be obligated to indemnify Ameresco to the extent that such injury or damage is caused
<br />by the negligence of Ameresco or any entity for which Ameresco is legally responsible.
<br />SECTION 16 Agreement Interpretation and Venue
<br />Each Party hereto has had ample opportunity to review and comment on this Agreement. This Agreement shall
<br />be read and interpreted according to its plain meaning and an ambiguity shall not be construed against either
<br />Party. The judicial rule of construction that a document should be more strictly construed against the
<br />draftsperson thereof shall not apply to any provision of this Agreement.
<br />This Agreement shall be governed as to all matters, whether of validity, interpretations, obligations,
<br />performance or otherwise exclusively by the laws of the State in which the Project is located (the "State").
<br />Regardless of where actually delivered and accepted, this Agreement shall be deemed to have been delivered
<br />and accepted by the Parties in the State. Any mediation and legal proceedings involving the negotiation,
<br />formation, interpretation, or enforcement of this Agreement may be brought in any federal district court having
<br />jurisdiction over the Parties.
<br />Confidential & Proprietary Information of Ameresco, Inc. Page 15 of 56
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