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DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228
<br />possession or known by it without restriction prior to receipt from the Disclosing Party; (iii) was rightfully
<br />disclosed to it by a third party without any breach of an obligation of confidentiality; or (iv) was independently
<br />developed without use of or reference to any Proprietary Information of the Disclosing Party. The burden of
<br />proving the existence of facts that would qualify information under foregoing exceptions (i)-(iv) will rest with
<br />the Receiving Party. The Receiving Party may make disclosures as required or compelled by applicable law,
<br />regulation, or a court order issued by a court of competent jurisdiction provided the Receiving Party subject to
<br />such court order (a) provides the Disclosing Party with prompt written notice of any such compelled disclosure,
<br />(b) uses diligent reasonable efforts to limit disclosure, (c) uses commercially reasonable efforts to obtain
<br />confidential treatment or a protective order in connection with the information subject to such compelled
<br />disclosure, and (d) allows the Disclosing Party to participate in any such proceeding.
<br />4. Insurance Coverage. Insurance Coverage shall be at least as broad as:
<br />a. Commercial General Liability ("CGL"): Insurance Services Office Form CG 0001 covering CGL on
<br />an "occurrence" basis, including products and completed
<br />operations, property damage, bodily injury and personal & advertising injury with limits no less than
<br />$1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall
<br />apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall
<br />be twice the required occurrence limit.
<br />b. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and
<br />Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or
<br />disease.
<br />c. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or
<br />claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
<br />obligations as is undertaken by Company in this agreement and shall include, but not be limited to,
<br />claims involving security breach, system failure, data recovery, business interruption, Cyber extortion,
<br />social engineering, infringement of intellectual property, including but not limited to infringement of
<br />copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
<br />destruction of electronic information, release of private information, and alteration of electronic
<br />information. The policy shall provide coverage for breach response costs, regulatory fines and penalties
<br />as well as credit monitoring expenses.
<br />• Technology Professional Liability Errors and Omissions Insurance appropriate to
<br />the Company's profession and work hereunder, with limits not less than $2,000,000 per
<br />occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations
<br />as is undertaken by the Company in this agreement and shall include, but not be limited
<br />to, claims involving security breach, system failure, data recovery, business interruption,
<br />Cyber extortion, social engineering, infringement of intellectual property, including but
<br />not limited to infringement of copyright, trademark, trade dress, invasion of privacy
<br />violations, information theft, damage to or destruction of electronic information, release
<br />of private information, and alteration of electronic information. The policy shall provide
<br />coverage for breach response costs, regulatory fines and penalties as well as credit
<br />monitoring expenses.
<br />Insurance shall include, or be endorsed to include, property damage liability coverage for damage to,
<br />alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the
<br />care, custody, or control of the Vendor. If not covered under the Company's liability policy, such
<br />"property" coverage of the Agency may be endorsed onto the Company's Cyber Liability Policy as
<br />covered property as follows: If the Company maintains broader coverage and/or higher limits than the
<br />minimums shown above, the Client requires and shall be entitled to the broader coverage and/or the
<br />higher limits maintained by the contractor. Any available insurance proceeds in excess of the
<br />specified minimum limits of insurance and coverage shall be available to the Client.
<br />If the Company maintains broader coverage and/or higher limits than the minimums shown above,
<br />the Client requires and shall be entitled to the broader coverage and/or the higher
<br />limits maintained by the contractor. Any available insurance proceeds in excess of the specified
<br />minimum limits of insurance and coverage shall be available to the Client.
<br />d. Other Insurance Provisions The insurance policies are to contain, or be endorsed to
<br />contain, the following provisions:
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