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S-Y M B 0 40 M -T
<br />-NSU E.Er,S • SCIENTISTS CONSIRUCTOaS FORMS - 110.2013
<br />Article 11. Dispute Resolution
<br />Client and Symbiont shall provide written notice of a dispute within a reasonable time after the event giving rise to the
<br />dispute. Client and Symbiont agree to negotiate any dispute between them in good faith for a period of 30 days following
<br />such notice. Client and Symbiont may agree to submit any dispute to mediation, but such mediation shall not be required as
<br />a prerequisite to initiating a lawsuit to enforce this Agreement. Either party shall have the right to litigate the claim, dispute
<br />or other matter in question in any state or federal court located in Milwaukee County, Wisconsin. In connection therewith,
<br />each party agrees to submit to the jurisdiction of such court.
<br />In the event that legal action is brought by either party against the other in the Courts (including action to enforce or interpret
<br />any aspect of this agreement), the prevailing party shall be reimbursed by the other for the prevailing party's legal costs, in
<br />addition to whatever other judgments or settlement sums, if any, may be due. Such legal costs shall include, but not be
<br />limited to, reasonable attorney's fees, court costs, expert witness fees, and other documents expenses, in addition to any
<br />other relief to which it may be entitled. Client and Symbiont agree to seek recourse only against each other as incorporated
<br />(or similar business entities) and not each other's officers, employees, directors or shareholders.
<br />Neither party will be responsible to the other for special or consequential damages including but not limited to, loss of profits,
<br />loss of investment or business interruption.
<br />Article 12. Choice of Law
<br />This Agreement shall be governed and construed in accordance with the laws of the State of Wisconsin, without reference to
<br />conflicts of law principles. Each party hereto consents to the exclusive jurisdiction of the state and federal courts located in
<br />Milwaukee County, Wisconsin for any actions, suits or proceedings arising out of or relating to this Agreement.
<br />Article 13. Limitation of Liability
<br />The Client agrees that the limit of Symbiont's liability for its or its agents', employees' or other representatives' acts, errors,
<br />or omissions relating to or arising out of the Agreement, including without limitation, negligent acts, or omissions, shall not
<br />exceed the amount of Symbiont's insurance coverage as listed below in Article 14.
<br />Article 14. Insurance
<br />Symbiont shall maintain the following insurance coverage during the time it is performing services hereunder
<br />A. Worker's Compensation:
<br />of a form and in an amount as required by state law
<br />B. Employer's Liability:
<br />$1,000,000 each accident
<br />$1,000,000 disease, each employee
<br />$1,000,000 disease, policy limit
<br />C. Commercial General Liability (bodily injury and property damage — combined single limit):
<br />$1,000,000 annual aggregate
<br />D. Combined Errors and Omissions and Contractors Pollution Liability:
<br />$1,000,000 each incident
<br />$2,000,000 annual aggregate
<br />Article 15. Indemnification
<br />Symbiont agrees to indemnify and hold harmless Client, its directors, officers, stockholders, employees, agents, successors
<br />and assigns, from and against any and all claims, demands, causes of action, liability and costs which arise out of or result
<br />from any negligent act, omissions, or willful misconduct of Symbiont or Symbiont's employees, agents or subcontractors in
<br />the performance of services under this Agreement; provided, however, Symbiont will not be obligated to indemnify Client
<br />with respect to costs or damages to the extent such costs or damages are caused by or incurred as a result of negligence or
<br />intentional misconduct of Client or Client's agents or employees.
<br />Client agrees to indemnify and hold harmless Symbiont, its directors, officers, stockholders, employees, agents, successors
<br />and assigns, from and against any and all claims, demands, causes of action, liability and costs which arise out of or result
<br />from any negligent act, omissions, or willful misconduct of Client or Client's employees or agents; provided, however, Client
<br />will not be obligated to indemnify Symbiont with respect to costs or damages to the extent such costs or damages are
<br />caused by or incurred as a result of negligence or intentional misconduct of Symbiont or Symbiont's agents, employees, or
<br />subcontractors.
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