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DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B <br /> 7. Insurance <br /> a. General Requirements. Provider shall obtain, at its sole expense, Commercial General <br /> Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and such <br /> insurance as set forth by Risk Manager. Provider will provide to the County certificates <br /> of insurance evidencing such coverage. If County's Risk Manager determines <br /> additional insurance coverage is required such additional insurance shall consist of N/A <br /> . Provider shall not commence work until such insurance is in effect and certification <br /> thereof has been received by the County's Risk Manager. <br /> 8. Indemnity <br /> a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County <br /> from all loss, liability, claims or expense, including attorney's fees (collectively, <br /> "Losses"), arising out of or related to the Project and arising from property damage or <br /> bodily injury including death to any person or persons caused in whole or in part by the <br /> negligence or willful misconduct of the Provider except to the extent same are <br /> caused by the negligence or willful misconduct of the County. It is the intent of this <br /> provision to require the Provider to indemnify the County to the fullest extent permitted <br /> under North Carolina law. <br /> b. Notwithstanding Section 8.a above, if, pursuant to this Agreement, if Provider creates or <br /> provides logos, slogans, taglines, trademarks, designs, service marks or other trademarkable <br /> items ("Proposed Trademarks") or patents or patentable items or processes ("Proposed <br /> Patents"), or provides Services or materials that include Proposed Trademarks or Proposed <br /> Patents, Provider will not be responsible for assessing the availability of or potential <br /> infringement by any such Proposed Trademark or Proposed Patent. The County will either <br /> (1) have Provider engage a law firm to perform a trademark search and to provide a legal <br /> opinion analyzing the availability of, and potential conflicts for use of, such Proposed <br /> Trademark ("Trademark Legal Opinion"); or (2) the County will obtain its own Trademark <br /> searches and Trademark Legal Opinion. In either case, the County will pay all fees, <br /> charges, and costs (including but not limited to Trademark search services and legal <br /> counsel engaged by Provider or by the County on such matters). The County will be <br /> responsible for obtaining clearance searches and legal opinions related to the Proposed <br /> Patents ("Patent Legal Opinion"). Provider shall not be liable to or indemnify the County <br /> for any Losses arising from the results or outcomes of the searches related to Proposed <br /> Trademark or Proposed Patent, the related Trademark or Patent Legal Opinions, the <br /> County's reliance on such searches or legal opinions, or the County's use of any Proposed <br /> Trademarks or Proposed Patents, including any allegations of infringement related thereto. <br /> Should the County desire to register any Proposed Trademarks or Proposed Patents, the <br /> County will engage its own legal counsel to do so and the County shall be responsible for <br /> all costs and undertakings in connection with such registration with federal, state or foreign <br /> agencies. <br /> 9. Amendments to the Agreement <br /> a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional <br /> compensation or a change in duration of this Agreement shall be made by a written <br /> Amendment to this Agreement executed by the County and the Provider. The Provider <br /> Revised 2/17 5 <br />