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(including third parties) or any damage to any real or tangible personal property
<br /> (including the personal property of third parties), except to the extent caused by the
<br /> willful misconduct of any Customer Party.
<br /> 9.2. Indemnification by Customer. Subject to Section 8.3, the Customer hereby agrees to
<br /> defend and indemnify Redflex and its affiliates, shareholders or other interest holders,
<br /> managers, officers, directors, employees, agents, representatives and successors,
<br /> permitted assignees and all persons acting by, through, under or in concert with them, or
<br /> any of them (individually a "Redflex Party" and collectively, the "Redflex Parties ")
<br /> against, and to protect, save and keep harmless the Redflex Parties from, and to pay on
<br /> behalf of or reimburse the Redflex Parties as and when incurred for, any and all Losses
<br /> which may be imposed on or incurred by any Redflex Party arising out of or in any way
<br /> related to (a) any material misrepresentation, inaccuracy or breach of any covenant,
<br /> warranty or representation of the Customer contained in this Agreement, (b) the
<br /> negligence or willful misconduct of the Customer, its employees, contractors or agents
<br /> which result in death or bodily injury to any natural person (including third parties) or
<br /> any damage to any real or tangible personal property (including the personal property of
<br /> third parties), except to the extent caused by the willful misconduct of any Redflex
<br /> Party, (c) any claim, action or demand not caused by Redflex's failure to perform its
<br /> obligations under this Agreement, or (d) any claim, action or demand challenging the
<br /> Customer's use of the Redflex System or any portion thereof, the validity of the results
<br /> of the Customer's use of the Redflex System or any portion thereof, or the validity of the
<br /> Citations issued, prosecuted and collected as a result of the Customer's use of the
<br /> Redflex System or any portion thereof.
<br /> 9.3. Indemnification Procedures. In the event any claim, action or demand (a "Claim ") in
<br /> respect of which any party hereto seeks indemnification from the other, the party seeking
<br /> indemnification (the "Indemnified Party") shall give the party from whom
<br /> indemnification is sought (the "Indemnifying Party ") written notice of such Claim
<br /> promptly after the Indemnified Party first becomes aware thereof; provided, however,
<br /> that failure so to give such notice shall not preclude indemnification with respect to such
<br /> Claim except to the extent of any additional or increased Losses or other actual prejudice
<br /> directly caused by such failure. The Indemnifying Party shall have the right to choose
<br /> counsel to defend such Claim (subject to the approval of such counsel by the
<br /> Indemnified Party, which approval shall not be unreasonably withheld, conditioned or
<br /> delayed), and to control, compromise and settle such Claim, and the Indemnified Party
<br /> shall have the right to participate in the defense at its sole expense; provided, however,
<br /> the Indemnified Party shall have the right to take over the control of the defense or
<br /> settlement of such Claim at any time if the Indemnified Party irrevocably waives all
<br /> rights to indemnification from and by the Indemnifying Party. The Indemnifying Party
<br /> and the Indemnified Party shall cooperate in the defense or settlement of any Claim, and
<br /> no party shall have the right enter into any settlement agreement that materially affects
<br /> the other party's material rights or material interests without such party's prior written
<br /> consent, which consent will not be unreasonably withheld or delayed.
<br /> 9.4. LIMITED LIABILITY. Notwithstanding anything contrary in this Agreement, neither
<br /> party shall be liable to the other, by reason of any representation or express or implied
<br /> warranty, condition or other term or any duty at common or civil law, for any special,
<br /> incidental, indirect, consequential or punitive damages however caused and on any
<br /> theory of liability arising out of or relating to this Agreement, except and only to the
<br /> extent expressly authorized for in Provision 12.19 entitled "PREVAILING PARTY" of
<br /> this Agreement. In the event of any breach of this Agreement, however, the non -
<br /> breaching party is entitled to recover expectation damages from the breaching party,
<br /> which are defined as the amounts that non - breaching party would have received under
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