|
TYPE OFINSI"CE
<br />Covnnnae AarooPrr
<br />TYpSoFIN$I)aANCE
<br />COVERAGE Am IT
<br />General Liability
<br />$2,000,000 General Aggregate
<br />I Crime Insurance
<br />$2,000,000 Each Occurrence
<br />General Liability
<br />$1,000,000 Each Occurence
<br />Umbrella Coverage
<br />$5,000,000 General Aggregate
<br />Professional Liability
<br />$1,000,000 Each Occurrence
<br />All certificates of insurance shall name the Parties as additional beneficiaries with respect to General Liability coverage,
<br />All certificates of insurance shall require that the Parties be provided with advance written notice of cancellation of the
<br />stated coverage, and Iron Mountain shall request that its insurer use its best efforts to provide at least thirty (30) days'
<br />advance written notification of such cancellation.
<br />10, Confidential Information.
<br />Iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit Material. Except as
<br />provided in this Agreement Iron Mountain shall not disclose, transfer, make available or use the Deposit Material, Iron
<br />Mountain shall not disclose the terms of this Agreement teary third Party. If Iron Mountain receives a subpoena or any
<br />other order from a court or otherjudicial tribunal pertaining to the disclosure or release of the Deposit Material, Iron
<br />Mountain will immediately notify the Parties to this Agreement unless prohibited by law. It shall be the responsibility of
<br />Depositor and/or Beneficiary to challenge any such order; provided, however, that Iron Mountain does not waive its rights
<br />to present its position with respect to any such order. Iron Mountain will not be required to disobey any order from a court
<br />or otherjudicial tribunal, including, but not limited to, notices delivered pursuant to Section 13(g) below.
<br />11. Limitation of Liability,
<br />NOTWITHSTANDING ANYTHING ELSE IIEREIN, ALL LIABILITY, IF ANY, WHETHER ARISING IN
<br />CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT
<br />SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OR OWED TO IRON
<br />MOUNTAIN UNDER THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN RELATION TO A SPECIFIC
<br />DEPOSIT OR DEPOSITS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO
<br />SUCH DEPOSI'T'S. THIS LIMIT SHALL NOT APPLY TO ANY PARTY FOR; (I) ANY CLAIMS OF
<br />INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT; (I1)
<br />LIABILITY FOR DEATH OR BODILY INJURY; (111) DAMAGE TO TANGIBLE PROPERTY (EXCLUDING THE
<br />DEPOSIT ITEMS); (IV) THEFT; OR (V) PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
<br />12, Conseaueutial Darpapes Waiver.
<br />IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY
<br />INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA OR
<br />INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY
<br />OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
<br />OTHERWIS E EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR MORE
<br />PARTIES.
<br />(a) Incoyporation of Wg-rk R , quests. All Depositor and/or Beneficiary Work Requests are incorporated into this
<br />Agreement. Any Work Requests submitted for an additional deposit account ( "Auxiliary Deposit Account ") will be
<br />incorporated by reference into this Agreement and governed by the same terms and conditions that govern the initial
<br />deposit account ( "Initial Deposit Account "),
<br />(b) Purchase Orders, The terns and conditions of this Agreement prevail regardless of any conflicting or additional terms
<br />on any Purchase Order or other correspondence for any Initial Deposit Account or Auxiliary Deposit Account, Any
<br />contingencies or additional terms contained on any Purchase Order are not binding upon Iron Mountain. All Purchase
<br />Orders are subject to approval and acceptance by Iron Mountain,
<br />(c) Right to Make Conies. Iron Mountain shall have the right to make copies of all Deposit Material as reasonably
<br />necessary to perform this Agreement, Iron Mountain shall copy all copyright, nondisclosure, and other proprietary
<br />notices and titles contained on Deposit Material onto any copies made by Iron Mountain. Any copying expenses
<br />incurred by Iron Mountain as a result of a Work Request to copy will be borne by the Party requesting the copies.
<br />Iron Mountain may request Depositor's reasonable cooperation in promptly copying Deposit Material in order for Iron
<br />Mountain to perform this Agreement.
<br />(d) Choice of Law. The validity, interpretation, and perf'omiance of this Agreement shall be coutrolled by and construed
<br />under the laws of the State of California, United States of America, as if perfonmed wholly within the state and
<br />without giving effect to the principles of conflicts of laws.
<br />MA3- 100105 NA Pago 4 of 16
<br />25B -130
<br />
|