DISCLAIMER OF LIABILITY AND INDEMNIFICATION.
DISCLAIMER OF LIABILITY AND INDEMNIFICATION. Client hereby acknowledges and agrees that the Activities are inherently dangerous, and shall be undertaken at Client’s sole risk, and that COACHLESLEY and its representatives shall not be liable for any harm, injuries or damage to Client or its property, or be subject to any claim, demand, liability or damages whatsoever, including, without limitation, those resulting from acts of active or passive negligence on the part of COACHLESLEY or its representatives. IN NO EVENT SHALL COACHLESLEY’S LIABILITY TO CLIENT OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES PAID UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING COMMENCEMENT OF THE ACTION GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL COACHLESLEY BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR EARNING POTENTIAL OR OTHER PECUNIARY LOSS) WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING NEGLIGENCE, EVEN IF COACHLESLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Client hereby agrees to hold COACHLELSEY and its agents or representatives harmless from and against, and defend and/or settle any claims, suits, actions or proceedings (collectively, a “Claim”) brought by any third party against COACHLESLEY that arises from Client’s Activities or the performance or nonperformance of COACHLESLEY’s services for Client under this Agreement. Client’s indemnity obligations under this Section shall be subject to COACHLESLEY providing Client with: (i) sole control of any Claim and any settlement negotiations; (ii) prompt written notice of the Claim; and (iii) full information and cooperation and reasonable assistance, at the Client’s expense in connection with the defense and/or settlement of the Claim. Subject to the foregoing, Client shall promptly pay any settlement or final judgment entered against COACHLESLEY to the extent such settlement or judgment is based upon such a Claim. Notwithstanding any provision to the contrary stated herein, Client will not be liable for any Claim arising out of the gross negligence or intentional misconduct of COACHLESLEY or its agents or representatives.