2024-271-E-Risk Mgr-ClearRisk-Incident management system

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-10 - provisions for the benefit of such officers, directors, employees, and agents and shall be enforceable by such persons as trust beneficiaries. 14.Insurance 14.1 Coverage. At all times during the Term and for so long as any Statement of Work has not yet expired or been terminated, ClearRisk shall maintain, at its sole cost and expense, all insurance coverage required by applicable law, and in any event insurance coverage in the following types and amounts: (a)Commercial General Liability with limits no less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate for claims each policy year, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of ClearRisk under this Agreement and have a deductible of not more than ten thousand dollars ($10,000.00); (b)Umbrella Liability that provides additional coverage over primary comprehensive general liability coverage, automobile liability, and employers’ liability limits, in an amount not less than Five Million Dollars ($5,000,000) per occurrence; (c)Worker’s Compensation and employer’s liability insurance with statutory limits of the minimum amount required by applicable law of the jurisdiction in which the work is performed; (d)Cyber Liability Insurance, with limits of no less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for claims each policy year; (e)Professional Liability or Technology Errors and Omissions with no less than One Million Dollars ($1,000,000) per occurrence for coverage for loss or disclosure of electronic data, media and content rights infringement and liability, network security failure and software copyright infringement. 14.2 Policy Terms. ClearRisk will keep all insurance coverage current and in force during the Term of this Agreement, and such insurance coverage must be (i) written through an insurance carrier with an overall A.M. Best Rating of A or better, and (ii) name Client as an additional insured under the general liability insurance provisions of the policy with respect to liability arising from or out of the ClearRisk Service by Client. 14.3 Cancellation. The insurance policy shall apply as primary insurance and contain an undertaking by the insurers to notify Client in writing not less than 30 days’ prior to any material change, cancellation or termination and that ClearRisk itself will notify Client within 48 hours of receipt of notification by insurers of any cancellation or termination of the insurance policy. 14.4 Certificates of Insurance. Upon the written request of Client, ClearRisk will provide Client with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section, and shall not do anything to invalidate such insurance coverage. C learRisk shall give 30 days’ prior written notice to Client of any cancellation, non-renewal, or material change in coverage, scope, or amount of any insurance policy required by or affecting the Client’s rights or remedies under this Agreement. 15.Termination 15.1 Termination. A Party may terminate this Agreement for cause (a) upon 30 days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 15.2 Effect of Termination. Upon the termination of this Agreement: DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5