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Liability (Occurrence)policy,which policy shall include coverage for premises and operations,
<br />products and completed operations,contractual liability,broad form property damage,and
<br />personal injury liability.The policy must have a combined single limit for bodily injury and
<br />property damage of $1,000,000 each occurrence;$1,000,000 for personal injury liability;and
<br />$2,000,000 general aggregate.
<br />10.3 Insurance Certificate.Upon request,LIV will provide Client with a certificate
<br />evidencing the required insurance coverages.
<br />10.4 Notice of Policy Changes.The insurance policies required under this section must
<br />all provide that they will not be terminated,cancelled,or allowed to expire without 30 days’
<br />prior written notice to the insured.If so notified,LIV will notify Client of the change,timely
<br />procure replacement coverage,and provide a replacement certificate to Client.
<br />MASTER SERVICES AGREEMENT -10
<br />56428.0002.14325562.1
<br />SECTION 11.INDEMNIFICATION
<br />11.1 LIV’s Indemnification Obligations.LIV shall indemnify,defend,and hold harmless
<br />Client and its officers,directors,employees,agents,successors and permitted assigns (each,a
<br />“Client Indemnitee”)from and against all losses,damages,liabilities,costs (including reasonable
<br />attorneys’fees)(“Losses”)awarded against a Client Indemnitee in a final judgment and arising
<br />out of or resulting from any third-party claim,suit,action or proceeding (each,a “Third-Party
<br />Action”)for:
<br />11.1.1 Bodily injury,death,or damage to real or tangible,personal property
<br />resulting from LIV’s willful,fraudulent,or negligent acts or omissions;
<br />11.1.2 Claims that allege Vault or the Services,or any use of Vault or the Services
<br />in accordance with this Agreement,infringes or misappropriates such third party’s US patents,
<br />copyrights,or trade secrets;provided that this Section 11.1.2 will not apply to the extent that
<br />the alleged infringement arises from:(a)use of Vault or the Services in combination with data,
<br />software,hardware,equipment,or technology not provided by LIV or authorized by LIV in
<br />writing;(b)modifications to Vault or the Services not made by LIV;or (c)Client Data;
<br />11.1.3 Any losses arising out of or related to LIV’s breach of any of LIV’s
<br />representations,warranties,or obligations under this Agreement;or
<br />11.1.4 Any losses awarded against Client in a final judgment and arising out of or
<br />resulting from any Third-Party Action for bodily injury,death of any person or damage to real or
<br />tangible,personal property,in each case resulting from LIV’s grossly negligent or willful acts or
<br />omissions.
<br />11.2 Client’s Liability.Client shall not be required to indemnify or hold LIV harmless
<br />against liabilities arising from this Agreement.However,as between Client and LIV,and to the
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