employment, supervision, compensation, promotion, and discharge of Managers employees are the responsibility of Manager, and Manager shall be liable to such employees for their compensation (in whatever form or amount such compensation may be). Owner shall never be the employer of such employees, nor shall Owner ever be directly responsible for their compensation. Manager shall comply with all applicable laws and regulations relating to workmens compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer- employee related matters. Manager shall be responsible for negotiating the terms of contracts with and overseeing the performance of contractors.
13. Compliance with Laws. Manager shall comply with all applicable laws, including but not limited to the U.S. Foreign Corrupt Practices Act, in connection with this Agreement. Without limiting the foregoing, Manager agrees not to pay or promise to pay or give or promise to give anything of value, either directly or indirectly, to any person for the purpose of illegally or improperly inducing that person to take any action or to omit to take any action in connection with this Agreement. Manager warrants and represents to Owner that, prior to the execution of this Agreement, it has not taken or omitted to take any action with respect to this Agreement if such act or omission would have violated the U.S. Foreign Corrupt Practices Act.
14. No Consequential Damages. Under no circumstances, whether based on contract, warranty, negligence, strict liability, or otherwise, shall either Party be liable for any consequential, indirect, incidental, or punitive damages of any kind or character, including, but not limited to, loss of profits or revenues, loss of product, loss of use, cost of capital, and the like, arising out of or related to any performance under or breach of this Agreement. The Parties specifically acknowledge that the benefits each Party contemplates deriving from the provisions of this Agreement reflect such allocation of risk and limitation of liabilities.
15. Exculpation. Manager and each of its shareholders, consultants, agents, members, officers, directors, partners, and employees (collectively, Covered Persons) shall not be liable for any losses, claims, damages, or liabilities arising from any act performed or omitted by any Covered Person in connection with this Agreement, except any such losses, claims, damages, or liabilities that are caused by the fraud, gross negligence, or willful misconduct of such Covered Person.
(a) Owner, to the fullest extent permitted by law, shall indemnify, defend, and hold harmless each Covered Person from and against any and all losses, claims, damages, or liabilities of any nature whatsoever, including legal fees and other expenses reasonably incurred, arising out of or in connection with the management and disposition of the Assets, any duty of Manager hereunder, or any action taken or omitted by any such Covered Person by or on behalf of Owner pursuant to authority granted by this Agreement, even if any such losses, claims, damages, or liabilities are caused in whole or in part by the negligence of such Covered Person. This indemnification does not apply to the extent any such losses, claims, damages, or liabilities are caused by the fraud, gross negligence, or willful misconduct of any Covered Person. In the event that any Covered Person becomes involved in any capacity in any suit, action, proceeding, or investigation in connection with any matter arising out of or in connection with the management and disposition of the Assets, any duty of Manager hereunder, or any action taken or omitted by such Covered Person pursuant to authority granted by this Agreement, Owner shall, within twenty (20) days after submission of a request for reimbursement, reimburse such Covered Person for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith.