TranSystems Corporation - LGM Construction

acts or omissions any of the foregoing persons or entities may be
responsible;
(ii) Contractor’s failure to perform fully and punctually any of the
obligations it undertakes under the terms of this Agreement;
(iii) the breach of any warranty or representation Contractor makes in
this Agreement or any document Contractor delivers in accordance
with the terms of this Agreement; or
(iv) the failure or alleged failure of Contractor or any Subcontractor to
make payments, when due, to its Subcontractors or other suppliers
of equipment, labor or material required in connection with the
Work, or the assertion by a Subcontractor or other supplier of a
lien claim against FedEx’s interest in the Site or the Work, or the
exercise by the Subcontractor or other supplier of any other remedy
on the basis of the alleged failure by Contractor or any
Subcontractor to make those payments when due.
Contractor shall promptly give written notice to FedEx of the initiation of any action,
administrative or legal proceeding, or investigation to which the foregoing indemnity may apply.
In the case of matters falling within the scope of division (i) above, the foregoing indemnity will
not be limited to damages, compensation or other benefits payable under the terms of insurance
policies, workers compensation acts, disability benefit acts or other employee benefit acts and, to
the fullest extent permitted by law, Contractor waives, insofar as its foregoing obligation to
FedEx and its officers, directors and employees is concerned, any immunity or damage limitation
that would otherwise be available to it by virtue of such workers compensation acts, disability
benefit acts or other employee benefit acts.
Section 22.02. Labor Indemnity.
Contractor shall indemnify, defend and hold FedEx
harmless from and against (i) all administrative and judicial actions and judgments initiated or
entered against FedEx in connection with any labor related activity arising from Contractor's
performance of the Work and (ii) all losses and expenses that FedEx sustains or incurs by reason
of any such action or judgment, including, without limitation, reasonable attorneys' fees. As used
in this Agreement, "labor related activity" includes, without limitation, strikes, walk-outs,
informational or organizational picketing, use of placards, distribution of hand-outs, leaflets or
other similar acts at or in the vicinity of the Site or in the vicinity of any other facility where
FedEx conducts business. FedEx shall advise Contractor if any labor related activity occurs and
Contractor shall arrange for the legal representation necessary to protect FedEx's interest.
FedEx's General Counsel must, however, approve the representation Contractor arranges.
Section 22.03. Royalties and Patents. Contractor shall pay all royalties and license fees in
any way relating to the Work, shall defend all suits or claims for infringement of any proprietary
rights arising from performance of the Work and shall indemnify, defend and hold FedEx
harmless from loss on account of any such suit or claim, except to the extent that the patent
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