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(d) The terms of this Section shall survive termination of this Agreement. Licensor and Licensee <br />acknowledge that any breach of this Section by Licensee will irreparably harm Licensor. <br />Accordingly, in the event of a breach, Licensor is entitled to promptly seek injunctive relief in <br />addition to any other remedies that the disclosing party may have at law or in equity. <br />14. RELATIONSHIP BE'rwEEN THE PARTIES <br />Licensor is, and at all times shall remain, an independent contractor solely responsible for all acts of <br />its employees, agents, or sub consultants, including any negligent acts or omissions. Licensor is not <br />Licensee's agent, and shall have no authority to act on behalf of the Licensee, or to bind the Licensee <br />to any obligation whatsoever, unless the Licensee provides prior written authorization to Licensor. <br />Licensor is not an officer or employee of Licensee and Licensor shall not be entitled to any benefit, <br />right, or compensation other than that provided in this Agreement. <br />15. CONFLICTS OF INTEREST PROHIBITED <br />Licensor (including its employees, agents, and sub Licensors) shall not maintain or acquire any direct <br />or indirect interest that conflicts with the performance of this Agreement. <br />16. COMPLIANCE WITH LAW AND STANDARD OF CARE <br />Licensor shall comply with all applicable legal requirements including all fedcral, state, and local <br />laws (including ordinances and resolutions), whether or not said laws are expressly stated in this <br />Agreement. Licensor shall perform services under this Agreement using a standard of care equal to, <br />or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a <br />level of experience and training similar to Licensor, performing under circumstances similar to those <br />required by this Agreement. Licensor certifies that its employees have the training and experience to <br />perform and complete all services mentioned herein and outlined in Exhibit A. <br />17. INSURANCE <br />Licensor shall, throughout the duration of this Agreement, maintain insurance to cover Licensor <br />(including its agents, representatives, sub - consultants, and employees) in commection with the <br />performance of services under this Agreement. This Agreement identifies the minimum insurance <br />levels with which Licensor shall comply; however, the minimum 'insurance levels shall not relieve <br />Licensor of any other performance responsibilities under this Agreement (including the indemnity <br />requirements), and Licensor may carry, at its own expense, any additional insurance it deems <br />necessary or prudent. Concurrently with the execution of this Agreement by the Licensor, and prior to <br />the commencement of any services, the Licensor shall furnish written proof of insurance (certificates <br />and endorsements), in a form acceptable to the Licensee. Licensor shall provide substitute written <br />proof of insurance no later than thirty (30) days prior to the expiration date of any insurance policy <br />required by this Agreement. <br />17.1. Minimum Insurance Levels. Licensor shall maintain insurance at the following <br />minimum levels: <br />(a) Commercial General Liability coverage in an amount not less than USD$2,000,000 <br />general aggregate and USD$1,000,000 per occurrence for general liability, bodily <br />injury, personal injury, and property damage. <br />(b) Workers' Compensation insurance as required by the State of California and <br />Employer's Liability Insurance, <br />(c) Errors and Omissions Liability Insurance appropriate to the Licensor's profession. <br />Architects' and engineers' coverage is to be endorsed to include contractual liability. <br />Coplogic — DORS Setup and Subscription License Agreement (AST t 1.20.19) <br />25E -7 <br />