10. Indemnity and Insurance
10.1 Indemnification. SAMRC shall indemnify, hold harmless and defend MPP, its affiliates, and their respective officers, directors, employees, independent contractors and agents (“Indemnitees”) from and against any and all claims, losses, damages, and/or liability of whatsoever kind or nature, as well as all costs and expenses, including reasonable attorneys’ fees and court costs (“Losses”) which arise or may arise at any time out of or relating to SAMRC’s and/or its independent contractor’s or agent’s or sub-grantees’ performance or breach of this Agreement and/or any act or omission of negligence or willful misconduct by SAMRC or its independent contractor or agents; except to the extent of such Losses that are attributable solely to MPP’s breach of this Agreement, gross negligence or willful misconduct. SAMRC shall not settle or compromise any claim or allegation subject to indemnification hereunder in a manner that imposes any material obligation on, or makes any admission of fault by, Indemnitees. Indemnitees will cooperate as reasonably requested, at the expense of SAMRC, in the defense of the action.
10.3 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER THEY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW, OF THE POSSIBILITY OF SUCH DAMAGES.