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<br />breach within thirty (30) calendar days following written notice specifying the breach, or (b) immediately
<br />upon written notice if the other party fails to comply with applicable law or regulation.
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<br />5. INSURANCE. During the Term of this Agreement and any SOW, GovHR will maintain the
<br />minimum insurance coverages below. GovHR shall provide Certificates of Insurance to Client upon
<br />request and as required under SOWs.
<br />
<br /> a. Commercial General Liability $1,000,000 per occurrence
<br /> $2,000,000 annual aggregate
<br /> c. Business Automobile Liability $1,000,000 combined single-limit, non-owned
<br /> and hired. (GovHR does not own autos)
<br /> d. Umbrella/Excess Liability $10,000,000 per occurrence & aggregate,
<br /> follows form
<br /> e. Worker’s Compensation Per Statute
<br /> f. Employer’s Liability $1,000,000 each accident
<br /> f. Professional Liability $6,000,000 aggregate
<br />6. INDEMNIFICATION. To the extent permitted by law, each Party shall fully defend, indemnify
<br />and hold harmless the other Party and its officers, directors, employees, agents, representatives,
<br />successors and assigns (collectively, “Indemnified Parties”) from any and all claims, demands, causes of
<br />actions, costs, expenses, liability, losses, or damages including attorney’s fees and expenses (“Claims”),
<br />whether in law or in equity, for bodily injury, death or property damage arising out of, relating to or
<br />caused by, in whole or part, the negligence, errors, omissions or willful misconduct of the indemnifying
<br />party or its officials, officers, employees, subcontractors, consultants or agents, relating to or connected
<br />with performance under this Agreement, unless Claims are caused wholly by the sole negligence or
<br />willful misconduct of the Indemnified Parties.
<br />
<br />A Party’s indemnity obligations under this Section are contingent upon the indemnified party: a) promptly
<br />notifying indemnifying party of each claim; provided, however, that the indemnified Parties failure to
<br />give prompt notice to the indemnifying party of any such claim shall not relieve the indemnified party of
<br />any obligation under this Section except and to the extent that such failure materially prejudices the
<br />indemnifying party’s ability to defend against such claim; b) providing the indemnifying party with sole
<br />control over the defense and/or settlement thereof, provided however, that indemnifying party shall not
<br />settle any claim that includes an admission of wrongdoing by indemnified parties or otherwise adversely
<br />affects indemnified parties’ interests without prior consent; and c) at the indemnifying party’s request and
<br />expense, providing full information and reasonable assistance to the indemnifying party with respect to
<br />such claim.
<br />
<br />
<br />7. LIMITATION OF LIABILITY. GovHR shall not be held liable for factors outside of its
<br />reasonable control, including losses or damages as a result of Client’s provision of inaccurate data, or
<br />changing laws, regulations, political conditions.
<br />
<br />TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THIS
<br />AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
<br />INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE,
<br />DATA OR DATA USE, OR LOSS OR INTERRUPTION OF BUSINESS, ARISING OUT OF ANY OF
<br />THE TERMS OR CONDITIONS OF THIS AGREEMENT OR WITH RESPECT TO ITS
<br />PERFORMANCE HEREUNDER, WHETHER ARISING OUT OF BREACH OF CONTRACT,
<br />BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT
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