MASTER SERVICES AGREEMENT
Kestrel Freight LLC · Effective 14 March 2025 · Page 14 of 32
9. Indemnification
9.1 Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the Indemnifying Party’s breach of Section 6 (Confidentiality) or Section 11 (Data Protection).
9.2 Notwithstanding Section 10, the indemnification obligations under this Section 9 shall not be subject to any limitation or cap on liability and shall survive termination or expiry of this Agreement for a period of six (6) years.
9.3 The indemnified party shall (a) promptly notify the Indemnifying Party in writing of any claim, (b) grant sole control of the defence and settlement, and (c) provide reasonable cooperation at the Indemnifying Party’s expense.
10. Limitation of Liability
10.1 Except as set out in Section 9, in no event shall either party’s aggregate liability exceed the fees paid or payable in the twelve (12) months preceding the claim. 10.2 Neither party shall be liable for indirect, incidental or consequential damages…