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b. If the Insurance is written on a claims made form, it shall continue forthree years
<br /> following termination of this Agreement.
<br /> c.The Insurance shall provide for a retroactive date of placement prior to or coinciding
<br /> with the effective date of this Agreement.
<br /> d. Each party to name the other party as an additional insured on the General Liability
<br /> and Business Automobile insurance, in proportion to and to the extent of the
<br /> negligent acts or omissions of Client or Client's officers, employees and agents.
<br /> e. Within thirty (30) days of the execution of this Agreement, each party shall furnish the
<br /> other party with a Certificate of Insurance evidencing compliance with the insurance
<br /> provisions of this Agreement and requiring 30 days advance written notice to the
<br /> other party of any modification,change, or cancellation with respect to the
<br /> Insurance.
<br /> f. Each party's Insurance shall be primary with respect to the other party, its elected
<br /> officials,officers, agents, and employees, and any self-insurance maintained by a
<br /> party shall be in excess of and non-contributory to the Insurance.
<br /> 11. Indemnification.
<br /> a.The University shall indemnify, and hold the Client, its City Council, its officers,
<br /> officials, employees, or agents harmless from and against any and all liability, loss, or
<br /> expense, including reasonable attorneys' fees, or claims for injury or damages arising
<br /> out of the performance of this Agreement but only in proportion to and to the extent
<br /> that such liability, loss, expense, attorneys'fees, or claims for injury or damages are
<br /> caused by or result from the negligent or intentional acts or omissions of the
<br /> University, its officers, agents, or employees.
<br /> b.The Client shall indemnify, and hold the University, its officers, employees, or agents
<br /> harmless from and against any and all liability, loss, or expense, including reasonable
<br /> attorneys'fees, or claims for injury or damages arising out of the performance of this
<br /> Agreement, but only in proportion to and to the extent that such liability, loss,
<br /> expense, attorneys'fees, or claims for injury or damages are caused by or result from
<br /> the negligent or intentional acts or omissions of the Client, its officers, agents, or
<br /> employees.
<br /> 12. Use of the University Name/Trademarks. "University Trademarks" means the name
<br /> "University of California," any abbreviation thereof or other trade name, trademark, or logo
<br /> that represents the University, its products or services. The University Trademarks are
<br /> protected byfederal trademark and California State laws. Client shall not use the name of the
<br /> University of California, or any abbreviation thereof, or any name of which "University of
<br /> California" is a part, or any trademarks of the University, in any commercial context, such as
<br /> may appear on products, in media (including web sites) and print advertisements in cases when
<br /> such use may imply an endorsement or sponsorship of Client, its products or services. All uses
<br /> of the University's name and trademarks, therefore, must first receive prior written consent of
<br /> The Regents of the University of California through the Office of Business Contracts and Brand
<br /> Protection. At all times in compliance with the State of California Education Code Section
<br /> 92000.
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