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©E2G2
<br />Certified
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<br />trademark right of a third party, E2G2 will defend such action at its expense and will pay any
<br />and all fees, costs or damages that may be finally awarded in such action or any settlement
<br />resulting from such action, provided that the Licensee shall permit the E2G2 to control the
<br />defense of such action and shall not make any compromise, admission of liability or settlement
<br />or take any other action impairing the defense of such claim without the E2G2's prior written
<br />approval.
<br />7. Insurance. On or before Licensee beginning any use of the Software, E2G2, at its own cost
<br />and expense, shall carry, maintain for the duration of this Agreement, and provide proof thereof
<br />that is acceptable to the Licensee, the insurance specified below with insurers and under forms of
<br />insurance satisfactory in all respects to the Licensee.
<br />(a) Insurance required herein shall be provided by insurers in good standing with the State of
<br />California and having a minimum Best's Guide Rating of A- Class VII or better.
<br />(i) Comprehensive General Liability coverage in an amount not less than one million dollars
<br />per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the
<br />work contemplated by this agreement. If a Commercial General Liability Insurance form or
<br />other form with a general aggregate limit is used, either the general aggregate limit shall apply
<br />separately to the work to be performed under this agreement or the general aggregate limit shall
<br />be at least twice the required occurrence limit.
<br />(ii) Comprehensive Automobile Liability coverage, including owned, hired and non -owned
<br />vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00).
<br />(iii) Worker's Compensation. If E2G2 intends to employ employees to perform services
<br />under this Agreement, E2G2 shall obtain and maintain, during the term of this Agreement,
<br />Worker's Compensation Employer's Liability Insurance in the statutory amount as required by
<br />State law.
<br />(b) Proof of Insurance Requirements /Endorsement. E2G2 shall submit the insurance
<br />certificates, including the deductible or self - retention amount, and an additional insured
<br />endorsement naming Licensee, its officers, employees, agents, and volunteers as additional
<br />insureds as respects each of the following: Liability arising out of activities performed by or on
<br />behalf of E2G2; products and completed operations of E2G2; or automobiles owned, leased,
<br />hired, or borrowed by E2G2. The coverage shall contain no special limitations on the scope of
<br />protection afforded Licensee, its officers, employees, agents, or volunteers.
<br />(c) Notice of Cancellation/Termination of Insurance. The above policy /policies shall not
<br />terminate, nor shall they be cancelled, nor the coverage reduced, until after thirty (30) days'
<br />written notice is given to Licensee, except that ten (10) days' notice shall be given if there is a
<br />cancellation due to failure to pay a premium.
<br />8. Indemnity- Each party shall indemnify and save harmless the other, its successors and assigns
<br />together with its officers, directors, employees, agents and those for whom it is in law
<br />responsible, only from and against any and all liabilities, damages, costs, expenses, causes of
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