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<br />Agreement (FUGA) ATR'
<br />Client Service A
<br />g 41neSource
<br />A Vensure Employer Services Company
<br />Vlll. INDEMNIFICATIONS
<br />A. In addition to any other indemnifications set forth in this Agreement, Client shall unconditionally defend, indemnify,
<br />and hold harmless Matrix and all Affiliates (as hereinafter defined) thereof, and all of the shareholders, directors, officers,
<br />employees (other than Leased Employees of Client), attorneys, agents, and representatives (ail of the foregoing are
<br />hereinafter referred to as the "Matrix Indemnified Parties") from and against any and all claims, demands, damages
<br />(including liquidated, punitive, and compensatory), injuries, deaths, actions and causes of action, costs, and expenses
<br />(including attorney's fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (including
<br />liability to third parties) (collectively, the "Claims"), without regard to the negligence of a Matrix Indemnified Party, that
<br />are based upon or arising out of, any intentional, reckless, or negligent act or omission of Client, any Affiliate thereof, or
<br />any shareholder, director, officer, employee (including Leased Employees), attorney, agent, representative, independent
<br />contractor, subcontractor, or person working by, for, or under the direction or control of, Client or any Affiliate thereof
<br />(collectively, the "Client Parties"), including, but not limited to, Claims based upon or arising out of:
<br />1. Breach of contract, criminal or dishonest activity, actions or incidents covered by all liability policies,
<br />professional liability policies, and fidelity bonds as required to be maintained by Client under this
<br />Agreement, costs attendant to the administration of any collective bargaining agreement, and any liabilities
<br />or claims arising out of any non-payment or payment to or participation in a labor organization's health
<br />and welfare retirement or other benefit fund, including the cessation of payment thereto or withdrawal from
<br />participation therein;
<br />2. The Employment Laws or any other employment related matter, whether or not such other employment related
<br />matter is based upon or arises out of the violation of a federal, state, or local law, regulation, rule, or ordinance;
<br />3. Any other federal, state, or local law, rule, regulation, or ordinance:
<br />4. Any claims or actions arising out of, occasioned by, or in connection with, (i) Client's failure to strictly comply
<br />with any obligation of Client arising out of this Agreement including, without limitation, any obligation of
<br />Client set forth in Article IX of this Agreement, and (ii) those arising from products or services (professional or
<br />otherwise) produced or provided by a Client Party;
<br />5. Client's use of any Leased Employee or any other employee, independent contractor, or subcontractor;
<br />6. Client's real or personal property including, but not limited to, Client's machinery, facilities, equipment and/or
<br />vehicles, whether leased, rented, borrowed or owned;
<br />7. Injuries occurring to any individual performing work for, on behalf or at the request of, or under the direction or
<br />control of,Client, other than a Leased Employee, whether or not Client retained its own workers' compensation
<br />policy covering such injuries, and any acts of negligence by or towards any Leased Employee that are beyond
<br />the coverage of workers' compensation coverage;
<br />8. Benefits paid and expenses incurred by Matrix or its workers' compensation carrier as a result of a workers'
<br />compensation claim of a Leased Employee arising out of an injury incurred during a period where Client did not
<br />timely report payroll hours for such Leased Employee;
<br />9. Benefits paid and expenses incurred by Matrix or its workers' compensation carrier as a result of workers'
<br />compensation claims of any Leased Employees arising out of injuries incurred while such Leased Employees
<br />were performing job functions that are beyond the scope of the workers' compensation classifications set forth
<br />on an Exhibit to this Agreement- and
<br />10. The failure of Client's subcontractors and 'independent contractors to maintain workers' compensation
<br />Goverage, including workers' compensation claims of any employees of such contractors_
<br />MOSFORM-FULLPEOENROLLMENTPACK 7 02020 MatrixOneSource
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