CCOF Certification Program Manual- DISINTEGRATED

penalties, fines, costs, expenses, attorney's fees, claims, suitsor proceedings of every kind and description, whether forillness, injuries to or death of persons, for loss or damage toproperty, including the loss of use of the property, foreconomic loss or damages, or for any other dispute, matteror remedy arising out of an act or omission of theIndemnitor, its officers, employees, agents, contractors orrepresentatives in connection with the production, handling,processing, use, marketing or sale of products including, butwithout limitation, organic labeling claims from third parties.Indemnitees shall each be entitled to recover reasonableattorney’s fees, costs and expenses incurred in enforcingIndemnitor’s obligations under this paragraph.If the Client, Applicant or Certified Operation contracts anyportion of its Operation to a subcontractor or agent,including a Private Label Entity, the agreement to performthat work shall include full indemnification of CCOF CS asdescribed in this clause, which clause shall be incorporatedand made part of said agreement:Private Label Entity agrees to be bound as an Indemnitor tothe person contracting with Private Label Entity and CCOFCS. Further, Private Label Entity agrees to indemnify,protect, defend with counsel approved in writing by CCOFCS, reimburse, and hold harmless CCOF CF and its affiliates,members, directors, officers, employees, agents, andcontractors (hereinafter referred to as “Indemnitees”), andthe heirs, personal representatives, successors, and assignsof each of them, from and against any and all liability, loss,damages, penalties, fines, costs, expenses, attorney's fees,claims or suits, or proceedings of every kind and description,whether for illness, injuries to or death of persons, for loss ordamage to property, including the loss of use of theproperty, for economic loss or damages, or for any otherdispute, matter or remedy arising from the acts or omissionsof the Private Label Entity, the person contracting withPrivate Label Entity, and their respective officers, employees,agents, contractors, or representatives. Indemnitees shalleach be entitled to recover reasonable attorney’s fees, costsand expenses incurred in enforcing Private Label Entity’sobligations under this paragraph.LIMITATION OF LIABILITYEACH OF THE PARTIES TO THIS AGREEMENT AGREES THATTHIS IS A COMMERCIAL AGREEMENT BETWEENSOPHISTICATED BUSINESS PERSONS, AND THAT EACH OFTHE PARTIES HAVE HAD THE OPPORTUNITY TO, AND HEREBYREPRESENT AND WARRANT THAT IT ACTUALLY HAS,CONSIDERED THE RISKS AND REWARDS ASSOCIATED WITHTHE SERVICES TO BE PROVIDED BY CCOF CS HEREUNDER,AND THEREFORE HEREBY AGREES TO ALLOCATE CERTAIN OFTHE RISKS SO THAT, TO THE FULLEST EXTENT PERMITTED BYLAW, THE TOTAL AGGREGATE LIABILITY OF CCOF CS AND ITSAFFILIATES, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES,AGENTS, AND CONTRACTORS IS LIMITED TO TEN THOUSANDDOLLARS ($ 10,000) OR THE AMOUNT OF ONE YEAR'SWORTH OF CCOF CS’S FEES ACTUALLY PAID TO CCOF CS BYTHE OTHER PARTY TO THIS AGREEMENT IN THE MOSTRECENT SINGLE CALENDAR YEAR SUCH FEES WERE ACTUALLYPAID TO CCOF CS, WHICHEVER IS GREATER, FOR ANY ANDALL INJURIES, DAMAGES, CLAIMS, LOSSES, EXPENSES, COSTSOR ATTORNEY’S FEES ARISING OUT OF THIS AGREEMENTFROM ANY CAUSE OR CAUSES, INCLUDING WITHOUTLIMITATION FROM CCOF CS’S ORDINARY NEGLIGENCE(WHETHER ACTIVE OR PASSIVE), ERRORS, OMISSIONS,STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OFWARRANTY, BUT EXCLUDING GROSS NEGLIGENCE, FRAUD,WILLFUL INJURY TO THE PERSON OR PROPERTY OFANOTHER, OR VIOLATIONS OF LAW. HOWEVER, IT ISFURTHER UNDERSTOOD AND AGREED THAT THISLIMITATION OF LIABILITY CLAUSE IS NEGOTIABLE, SUCHTHAT THE CLIENT, APPLICANT, OR CERTIFIED OPERATIONCAN AGREE TO PAY ADDITIONAL CHARGES TO CCOF CS IN ANAMOUNT WHICH WILL BE DETERMINED BY MUTUALWRITTEN AGREEMENT OF THE PARTIES IN EXCHANGE FORMODIFICATION (E.G. TO INCREASE THE AMOUNT OF CCOFCS’S LIABILITY) OR ELIMINATION OF THIS LIMITATION OFLIABILITY CLAUSE. IF CLIENT, APPLICANT, OR CERTIFIEDOPERATION IS INTERESTED IN THE OPTION OF NEGOTIATINGWITH CCOF CS TO MODIFY OR ELIMINATE THIS LIMITATIONOF LIABILITY CLAUSE, IT SHOULD CONTACT CHIEFCERTIFICATION OFFICER AT 831-423-2263 PRIOR TO THECOMMENCEMENT OF CCOF CS’S SERVICES HEREUNDER.SECTION SEVEN: DEFINITIONS ANDTERMINOLOGYAgricultural Product- Any agricultural commodity or product,whether raw or processed, including any commodity orproduct derived from livestock that is marketed for humanconsumption.Applicant for Certification (Applicant) - Any person applyingto CCOF CS to obtain certification.Certificate- A written document from CCOF evidencing thatan operation has been certified to the specified standard.Claims- Oral, written, implied, or symbolic representations,statements, advertising, or other forms of communicationCCOF Certification Services Program Manual Page 26 of 27