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OPRYME INFIL Live-User Agreement and Official Quote 14. Governing Law. This Agreement will be governed by the laws of the State of California,without reference to the conflict of laws provisions. 15. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Pryme Infil with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application, 16. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. 17. Insurance. Pryme Infil shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of Customer's data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Pryme Infil, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Pryme Infil in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Pryme Infil's failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information"property" of Customer in the care, custody, or control of Pryme Infil. 2. Workers' Compensation: as required by the State of California, with statutory limits, and Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease. If Pryme Infil maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by Pryme Infil. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. 7