Section 1.  Indemnity. 

1. The Contractor agrees to take all necessary precautions to prevent injury to any persons (including the Contractor and his/her employees and employees of Hi-Rel Alloys Ltd or its customer) or damage to property (including Hi-Rel Alloys Ltd or its customer’s property) during the Term of the Agreement and shall indemnify and hold Hi-Rel Alloys Ltd and its customer harmless against all loss and expense resulting from any act or omission on the part of the Contractor caused by misconduct or gross negligence.

Section 2.  Insurance. 

1. The Contractor shall maintain at its expense during the Term insurances required by local law.  The contractor shall provide proof of said insurance to Hi-Rel Alloys Ltd upon request.

Section 3.  Compliance with Laws, Etc. 

1. The Contractor shall ensure that he will comply with all applicable laws and regulations in connection with the work under this Agreement and the performance of the Services.
2. Without limiting the Contractor’s obligation to ensure that he is legally permitted to work in the country in which they intend to perform services. 
3. In addition, the Contractor shall ensure that when he/she is performing Services on the premises of Hi-Rel Alloys Ltd or a customer that he/she complies with the rules that Hi-Rel Alloys Ltd or that customer, as applicable, requires of its on-premises Contractors and has furnished to the Contractor.

Section 4.  Limitation on Liability. 

1. Hi-Rel Alloys Ltd SHALL NOT BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS IN CONNECTION WITH OR ARISING FROM ANY ACTION OR OMISSION OF Hi-Rel Alloys Ltd RELATING IN ANY WAY TO THIS AGREEMENT OR ANY PROJECT SUPPLEMENT, EVEN IF Hi-Rel Alloys Ltd HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. 
2. FOR BREACH OR DEFAULT BY Hi-Rel Alloys Ltd OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY PROJECT SUPPLEMENT, Hi-Rel Alloys Ltd ENTIRE LIABILITY, REGARDLESS OF THE FORM OR NATURE OF THE ACTION, SHALL IN NO EVENT EXCEED THE FEES PAID OR PAYABLE BY Hi-Rel Alloys Ltd UNDER THE APPLICABLE PROJECT SUPPLEMENT.

Section 5.  Enforcement and Remedies. 

1. The parties acknowledge that a breach by the Contractor or the Contractor’s employees of the terms of Sections 5 (Confidential Information), 7 (Inventions and Improvements), and/or 12 (Other Activities) above could injure Hi-Rel Alloys Ltd or its affiliates in a way that could not be adequately compensated for by damages. 
2. The Contractor therefore agrees that in the event of any such breach or threatened breach by the Contractor or any of his/her employees, Hi-Rel Alloys Ltd or its affiliates may enforce those sections of this Agreement by injunction (in which case no bond shall be required) or by specific performance. 
3. Nothing herein shall be construed, however, as prohibiting Hi-Rel Alloys Ltd from pursuing other available remedies or recovering on any claim for damages for such breach or threatened breach. 
4. Furthermore, Hi-Rel Alloys Ltd or its affiliates shall be entitled to costs and attorneys’ fees relating to any proceeding or any other legal action to enforce the terms of this Agreement.

Section 6.  Entire Agreement; Modifications and Waivers. 

1. This Agreement and the Project Supplements constitute the entire agreement between the parties with respect to their subject matter and cancel and supersede any prior understandings or agreements between the parties with respect to that subject matter. 
2. In order to be binding, any modification or amendment to this Agreement must be in writing and executed by the Contractor and an authorized representative of Hi-Rel Alloys Ltd.  No waiver of any rights, obligations, or defaults with respect to this Agreement shall be effective unless in writing and signed by the party making the waiver. 
3. One or more waivers of any right, obligation, or default shall not be construed as a waiver of any subsequent right, obligation, or default. 
4. No delay or failure of either party in exercising any right under this Agreement and no partial or single exercise thereof shall be deemed to constitute a waiver of that right or any other rights.

Section 7.  Jurisdiction and Severability. 

1. This Agreement shall be governed and construed under the laws of the Province of Ontario, Canada, without regard to its choice of law provisions.  If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such holding shall not affect the validity or enforceability of the remaining provisions. 
2. Furthermore, the parties agree to construe or apply any provision that is determined to be invalid or unenforceable to the maximum extent permitted by law.

Section 8.  Notices. 

1. All notices under this Agreement must be in writing and shall be delivered personally, sent by pre-paid registered or certified mail, or sent by reputable overnight courier.  Notices shall be sent to the party’s address specified on the signature page of this Agreement, or as a party may otherwise specify in a notice to the other party.  Notices shall be effective when delivered personally, on the next business day after delivery to the overnight courier, or three business days after deposit in the mail, as applicable.

Section 9.  Subcontracting and Assignment. 

1. The Contractor may not subcontract his duties under this Agreement to another entity.  A party may only assign its rights and obligations under this Agreement with the written consent of the other party, except that in the case of a sale of all or substantially all of the assets of a party, the other party’s consent shall not be required for the assignment of this Agreement to the purchaser of those assets, provided that the assignee agrees to be bound by the terms of this Agreement and that the other party is promptly notified in writing of the assignment. 

Section 10.  Dispute Resolution. 

1. In the event of any dispute or disagreement between the Contractor and Hi-Rel Alloys Ltd with respect to the interpretation of any provision of this Agreement, the performance of Hi-Rel Alloys Ltd or the Contractor, or any other matter related to this Agreement, upon the written request of either party, authorized representatives of the Contractor and Hi-Rel Alloys Ltd will meet for the purpose of resolving such dispute or disagreement.  Those representatives will discuss the problem and negotiate in good faith without the necessity of any formal proceedings related thereto. 
2. If a dispute or disagreement described in subsection (1) of this Section 22 is not resolved as described in that subsection, that dispute or disagreement shall be finally settled by binding arbitration held according to the Arbitrations Act (Ontario), by which Hi-Rel Alloys Ltd and the Contractor agree to be bound. 
3. The sole venue for any arbitration shall be the Province of Ontario, unless the parties otherwise agree in writing.  The Contractor shall promptly select one arbitrator, Hi-Rel Alloys Ltd shall promptly select one arbitrator, and those two arbitrators shall promptly select a third arbitrator.  Unless the parties consent in writing, each arbitrator shall be an individual with at least fifteen years’ experience in the relevant technology industry. 
4. The decision of the majority of the arbitrators shall be the decision of the panel.  The arbitrators shall have no authority to add to, change, or disregard any lawful terms of this Agreement or any Project Supplement, or to award punitive damages. 
5. The decision of the panel shall be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. 
6. Arbitration shall be the exclusive final remedy for any dispute between the parties; provided, however, that this provision shall not prevent a party from seeking injunctive relief in accordance with Section 17 (Enforcement and Remedies) above.

Section 11.  Interpretation. 

1. The division of this Agreement into Sections and the insertion of headings in this Agreement or any Project Supplement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any Project Supplement.  References to any gender shall include the other two genders as applicable.