Exculpation and Indemnification.
(a) None of the Services Provider or any of its members, managers, officers, directors, employees, agents, advisors or other representatives or affiliates (such persons, Protected Persons) shall be liable to the Company for (i) any action taken, or failure to act, with respect to the services provided under this letter agreement unless and only to the extent that such action taken or failure to act constitutes fraud, willful misconduct, gross negligence, bad faith or a material breach of this letter agreement by such Protected Person, in each case as determined by a court of competent jurisdiction in a final non-appealable judgment, or (ii) the action or inaction of any agent, contractor or consultant selected by any of them with reasonable care.
(b) To the maximum extent not prohibited by applicable law, the Company shall indemnify each Protected Person from and against any and all claims, losses, liabilities, proceedings (whether civil, criminal, administrative or investigative and whether such action, suit or proceeding is brought or initiated by the Company or a third party), damages, costs or expenses (including attorneys fees, judgments and expenses in connection therewith and amounts paid in defense and settlement thereof) (collectively, Liabilities), to which any Protected Person may directly or indirectly become subject, in connection with the services provided under this letter agreement; except to the extent that such Protected Person committed fraud, acted in bad faith, engaged in willful misconduct, was grossly negligent or materially breached this letter agreement, in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment.
(c) The provisions of this section shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to exculpation and/or indemnification, respectively, under this section and regardless of any subsequent amendment to this letter agreement; provided, that no such amendment shall reduce or restrict the extent to which these exculpation and indemnification provisions apply to actions taken or omissions made prior to the date of such amendment.
(d) The rights of indemnification provided in this letter agreement shall be in addition to any rights to which a Protected Person may otherwise be entitled by contract or as a matter of law, and shall extend to each of such Protected Persons heirs, successors and assigns.
(e) Notwithstanding anything herein to the contrary, the provisions of this section shall not be construed so as to provide for the exculpation or indemnification of any Protected Person for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), claims, damages or losses to the extent (but only to the extent) that such liability, claims, damages or losses may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this section to the fullest extent permitted by law.