6G(2) SubGrant Agreement Innovation Park at Notre Dame

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the consent of Grantee, and the Grantee hereby accepts any such assignment by the Grantor without further notice. 17. HOLD HARMLESS: Grantee shall indemnify, defend and hold harmless the Grantor and DOE and their respective agents, officers, employees and representatives from all claims and suits for loss or damage to property, including the loss of use thereof, and injuries to or death of persons, including without limitation any officers, agents, employees and representatives of Grantee or its sub-grantees or subcontractors, and from all judgments recovered therefor and for expenses in defending any such claims or suits, including court costs, attorneys' fees, and for any other expenses caused by an act or omission of Grantee and/or its sub-grantees, subcontractors, agents, officers or employees in connection with the performance of this Agreement. Neither the Grantor nor DOE shall provide such indemnification to Grantee. 18. DEBARMENT AND SUSPENSION: Grantee certifies, by entering into this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from entering into this Agreement by any federal agency or department, the Grantor, or agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Agreement is defined as an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of Grantee. 19. PENALTIES; INTEREST; ATTORNEY'S FEES: The Grantor will in good faith perform its required obligations hereunder and does not agree to pay any penalties, liquidated damages, interest or attorney's fees, except as authorized by Indiana law, in part, if applicable, Indiana Code § 5-17-5, Indiana Code § 34-54-8, and Indiana Code § 34-13-1. Notwithstanding the provisions contained in Indiana Code § 5-17-5, the parties hereto stipulate and agree that any liability resulting from any failure of the Grantor to make payments as required hereunder shall be based solely on the amount of funding originating from the Grantor or DOE and shall not be based on funding any other sources. The Grantee shall have no claim against DOE for any payment withheld from the Grantee by the Grantor, for whatever reason. 20. MISCELLANEOUS: (A.) The headings in this Agreement are intended solely for convenience or reference and will be given no effect in the construction or interpretation of this Agreement. (B.) This Agreement, including any attached exhibits, supersedes all prior oral and written proposals and communications, if any, and sets forth the entire Agreement of the parties with respect to the subject matter hereof and may not be altered or amended except in writing, signed by an authorized representative of each party hereto. 9