Idemnification

SHIPPER and/or or BROKER shall indemnify, defend and save Pinnacle Logistics, its employees, and agents harmless from and against any and all liability, claims, loss, costs, fines, penalties, expenses (including attorney’s fees), judgments, or demands on account or damage of any kind whatsoever, including but not limited to personal injury, property damage, cargo damage, or any combination thereof, suffered or claimed to have been suffered by any person or persons, arising out of SHIPPER and/or or BROKER’s performance under these Service Conditions to the extent such claim is caused by 1) the negligence or intentional misconduct of SHIPPER and/or or BROKER; 2) SHIPPER and/or or BROKER’s or its employees’ or agents’ violation of applicable laws or regulations; or 3) SHIPPER and/or or BROKER’s or its employees’ or agents’ breach of these Service Conditions.

In the event that such claims, liabilities, losses, damages, fines, penalties, payments, costs and expenses (including without limitation, reasonable attorney fees) are caused by the joint and concurrent negligence or other fault of the Parties, or the Parties and a third Party, the indemnity obligations for such claims, liabilities, losses, damages, fines, penalties, payments, costs, and expenses shall be borne by each Party in proportion to its degree of negligence or other fault.

In no event shall either Party be responsible for any special or consequential damages under this Agreement.

If either Party seeks indemnification hereunder (the “Indemnified Party”) from the other Party (the “Indemnifying Party”) with respect to a third Party claim, the Indemnified Party shall notify the Indemnifying Party as promptly as practicable and give the Indemnifying Party an opportunity to defend the claim. The Indemnified Party will extend reasonable cooperation in connection with such defense. If the Indemnifying Party fails to assume the defense of the claim within a reasonable time, the Indemnified Party may assume the defense thereof, and the Indemnifying Party shall repay the Indemnified Party for all expenses incurred in connection with such defense (including reasonable attorney fees, settlement payments and payments of judgments) until the Indemnifying Party assumes such defense. The foregoing indemnity obligations will extend only to the losses actually suffered by the Indemnified Party, reduced by any offsetting assets or services received from any third Party, including any insurer. The Indemnifying Party will be subrogated to all rights of the Indemnified Party against any third Party with respect to any claim for which indemnity was paid.