279-25 NJMS GTBI.West Orange TB Service Agreement RBHS-05105.docx (003).pdf

EXECUTION VERSION 10 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute non-binding mediator to assist in evaluating and resolving such claim or dispute. All fees and expenses of such mediator will be evenly divided between the Parties. D. Limitation of Liability; No Indemnification. 1. Regardless of whether any remedy set forth herein fails of its essential purpose, in no event shall either Party be liable to the other in contract, tort, warranty or any other cause of action of any nature for any indirect, special, incidental, punitive, consequential or reliance loss, damage or expense, including, without limitation, lost profits, loss of use, or loss of revenues, whether or not either Party was advised, should have known, or was aware of the possibility of such loss, damage, or expense arising out of or in connection with any act or omission of such Party relating to the subject matter of this Agreement, including, without limitation, the Services, or any part thereof, even if caused by the sole or concurrent or active or passive negligence, strict liability or other legal fault of a Party. 2. Each Party shall be responsible for all of its own actions, claims, demands, losses, damages, liabilities, lawsuits, judgments, awards, costs, and expenses arising out of and to the extent of its negligent acts or omissions or performance or failure to perform under this Agreement. Notwithstanding the foregoing, nothing stated in this Agreement, express or implied, is intended to or will be construed to require contractual indemnification of a Party by the other Party. E. Severability. If any provisions of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. F. Assignment. Except as otherwise provided in this Agreement, the Parties may not assign their rights, duties, or obligations under this Agreement, either in whole or in part, without receiving the prior written consent of the other Party. Any assignment made without consent of the other Party shall be null and void and the non-assigning Party shall not recognize any such assignment. G.

ving the prior written consent of the other Party. Any assignment made without consent of the other Party shall be null and void and the non-assigning Party shall not recognize any such assignment. G. Non-Waiver. Except where the exercise of a right is dependent upon action taken within a particular period required by this Agreement, no consent or waiver, express or implied, by any Party to or of any breach or default by another Party in the performance by the other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Party of the same or any other obligations of such Party hereunder. Any such waiver shall be effective only if in writing.Docusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897