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<br />
<br />FORM: OGC-SC102
<br />Form Date: 11.16.10
<br />Form Revision Date: 05.13.16
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<br />applicable legal or regulatory requirements. Company agrees to provide University with a copy
<br />of any such document.
<br />
<br />8. Indemnification.
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<br /> 8.1 Except as provided in Section 8.2, each party shall be responsible for its own acts
<br />and omissions and the results thereof and shall not be responsible for the acts of the other party and
<br />the results thereof. Liability of University is subject to the terms and limitations of the Minnesota
<br />Tort Claims Act, Minnesota Statutes Section 3.736, as amended.
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<br /> 8.2 In the event of (i) use by Company (or any third party acting on behalf of or under
<br />authorization from Company) of the Services or any information, reports, deliverables, materials,
<br />products or other results of University’s work under this Agreement or (ii) Company’s infringement
<br />of a third party’s intellectual property rights or Company’s violation of any law, rule, or regulation
<br />in the provision of any materials to University, then Company shall indemnify, defend, and hold
<br />harmless University, its regents, faculty members, students, employees, agents, contractors, and
<br />authorized volunteer workers against any and all claims, costs, or liabilities, including attorneys’
<br />fees and court costs at both trial and appellate levels, for any loss, damage, injury, or loss of life
<br />(other than that attributable to willful, wanton or grossly negligent acts or omissions of University)
<br />arising out of such events. The University shall provide Company with prompt written notice of
<br />any such claim and reasonably work with Company in any defense of such claim.
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<br /> 8.3 Each party represents that it has and will continue to have at least the following
<br />levels of insurance during the term of this Agreement: (i) as to University, Workers’
<br />Compensation in statutory compliance with Minnesota law and General Liability insurance in an
<br />amount not less than $1,000,000 each claim/$3,000,000 each occurrence; and (ii) as to Company,
<br />General Liability insurance in an amount not less than $1,000,000 each occurrence/$2,000,000
<br />annual aggregate. Certificates of all insurance detailed above shall be furnished to the other party
<br />upon request.
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<br />9. Export Controls.
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<br />9.1 Company shall not convey export-controlled technical data, technology,
<br />commodities, or software on the U.S. Munitions List, 22 C.F.R. pt. 121, or the Commerce
<br />Control List, 15 C.F.R. pt. 774, to University without the prior written consent of University’s
<br />Export Controls Officer (J. Patrick Briscoe, bris0022@umn.edu, 612-625-3860). University
<br />shall have the right to decline export controlled information or tasks requiring production of such
<br />information. If the Services cannot reasonably be performed without University access to export-
<br />controlled items, the Agreement may be terminated by either party for convenience in accordance
<br />with Section 4, except that such termination shall occur immediately upon written notice to the
<br />other instead of at the end of the 30-day period set forth in Section 4.
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<br />9.2 Company represents that the items being procured (a) are not specifically
<br />designed or modified for military purposes or specifications, and (b) will not be used in
<br />connection with the development or use of any missiles or chemical, biological, or nuclear
<br />weapons.
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