SETTLEMENT; PROVIDED THAT THE INDEMNIFYING PARTY SHALL NOT
ENTER INTO ANY COMPROMISE OR SETTLEMENT THAT SHALL HAVE THE EFFECT OF CREATING
ANY LIABILITY OR OBLIGATION (WHETHER LEGAL OR EQUITABLE) ON THE INDEMNIFIED
PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNIFIED PARTY, AND NO SUCH
COMPROMISE OR SETTLEMENT IS AUTHORIZED UNLESS THE INDEMNIFIED PARTY IS PROVIDED
WITH A COMPLETE RELEASE OF LIABILITY UNDER SUCH COMPROMISE OR SETTLEMENT.
IF
THE INDEMNIFYING PARTY FAILS TO IMMEDIATELY BEGIN THE DEFENSE OF SUCH CLAIM OR
ACTION AFTER RECEIVING NOTICE OF ANY SUCH PROCEEDING, THE INDEMNIFIED PARTY MAY
RETAIN COUNSEL AND UNDERTAKE THE DEFENSE, COMPROMISE, OR SETTLEMENT OF SUCH
CLAIM OR ACTION, ALL AT THE EXPENSE OF THE INDEMNIFYING PARTY.
9.
INSURANCE.
MEDECISION SHALL AT ALL
TIMES DURING THE TERM OF THIS AGREEMENT CARRY AND MAINTAIN IN FULL FORCE AND
EFFECT THE FOLLOWING INSURANCE, AT ITS SOLE COST AND EXPENSE:
(A)
COMMERCIAL GENERAL LIABILITY INSURANCE.
MEDECISION SHALL MAINTAIN COMMERCIAL GENERAL LIABILITY INSURANCE, INCLUDING
PREMISES LIABILITY, PRODUCTS LIABILITY (IF PRODUCTS ARE BEING PROVIDED),
COMPLETED OPERATIONS COVERAGE (IF SERVICES ARE BEING PROVIDED), AND CONTRACTUAL
LIABILITY INSURANCE, WITH LIMITS OF NOT LESS THAN [***] ($[***]) PER OCCURRENCE
AND [***] ($[***]) ANNUAL AGGREGATE, FOR BODILY INJURY (INCLUDING DEATH) AND
PROPERTY DAMAGE, COVERING ALL OF MEDECISION'S OPERATIONS UNDER THIS AGREEMENT.
SAID INSURANCE SHALL BE ON AN "OCCURRENCE" FORM.
(B)
AUTOMOBILE LIABILITY INSURANCE.
MEDECISION
SHALL MAINTAIN AUTOMOBILE LIABILITY INSURANCE (IF PERFORMING ANY ACTIVITIES ON
THE PREMISES OF THE CUSTOMER OR ANY RELATED PARTY), WITH MINIMUM LIMITS OF NOT
LESS THAN [***] ($[***]) PER OCCURRENCE, COMBINED SINGLE LIMIT, FOR BODILY
INJURY AND PROPERTY DAMAGE, COVERING OWNED, NON-OWNED AND HIRED VEHICLES.
(C)
WORKERS COMPENSATION AND EMPLOYERS
LIABILITY.
IF MEDECISION IS AN EMPLOYER OF ONE OR MORE EMPLOYEES, WORKERS
COMPENSATION AND EMPLOYERS LIABILITY COVERAGE WITH MINIMUM LIMITS OF:
Workers Compensation:
Statutory limits as required by law
Employers Liability:
Bodily Injury by accident
$[***] each accident
Bodily Injury by disease
$[***] each employee
Bodily Injury by disease
$[***] policy limit
(D)
PROFESSIONAL (ERRORS AND OMISSIONS)
LIABILITY.
IF THE SERVICES PROVIDED INCLUDE COMPUTER HARDWARE OR SOFTWARE
MODIFICATIONS TO THE SYSTEMS OF THE CUSTOMER OR ANY RELATED PARTY, THEN
MEDECISION SHALL MAINTAIN ERRORS & OMISSIONS
*** CONFIDENTIAL MATERIAL WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
6
LIABILITY COVERAGE WITH MINIMUM LIMITS OF [***] ($[***]) PER OCCURRENCE, [***]
($[***]) ANNUAL AGGREGATE.
SUCH COVERAGE SHALL BE MAINTAINED FOR A PERIOD OF
NOT LESS THAN [***] AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
If, in any of the foregoing cases, MEDecision has procured a claims-made based
policy (or policies) and such policy (or policies) are cancelled or not renewed,
MEDecision agrees to exercise any option contained in said policy (or policies)
to extend the reporting period to the maximum period permitted; provided,
however, that MEDecision need not exercise such option if the superseding
insurer will accept all prior claims.
(E)
TYPES OF INSURANCE CARRIERS.
EACH OF
MEDECISION'S INSURANCE POLICIES SHALL:
(I) BE ISSUED BY COMPANIES THAT ARE
ADMITTED INSURERS IN THE