POSSESSION, AND CERTIFY THAT IT HAS
DELETED SUCH CONFIDENTIAL INFORMATION FROM ALL OF ITS ELECTRONIC MEDIA,
PROVIDED, HOWEVER, THAT USCC MAY RETAIN WHATEVER CONSULTANT CONFIDENTIAL
INFORMATION IS NECESSARY TO EXERCISE ANY OF USCC'S SURVIVING RIGHTS OR
OBLIGATIONS HEREUNDER.
(E)
SECTIONS 2.6, 3.5, 4, 5.3, 7, 8, 9, 11.2, 11.5, 11.6, 11.7, 11.8,
11.9, 11.10, 11.11, 11.12, 11.13, 11.14, 11.15, 11.16 (TO THE EXTENT SET FORTH
THEREIN), 11.17 AND 11.18, AND ANY OTHER PROVISION THAT SHOULD NATURALLY EXTEND
BEYOND THE TERMINATION OF THIS AGREEMENT SHALL SURVIVE TERMINATION OF THIS
AGREEMENT FOR ANY REASON.
6.
INSURANCE.
6.1
CONSULTANT SHALL MAINTAIN, DURING THE TERM OF THIS AGREEMENT,
AT ITS OWN EXPENSE, THE FOLLOWING INSURANCE RELATED TO CONSULTANT'S ACTIVITIES
IN THE UNITED STATES:
(A)
STATUTORY WORKERS COMPENSATION INSURANCE AND EMPLOYER'S LIABILITY
IN AN AMOUNT NO LESS THAN $1,000,000 PER OCCURRENCE;
(B)
COMPREHENSIVE GENERAL LIABILITY INSURANCE WITH BODILY INJURY AND
PROPERTY DAMAGE LIMITS OF $10,000,000 PER OCCURRENCE AND ANNUAL AGGREGATE (IN
ANY COMBINATION OF PRIMARY OR UMBRELLA COVERAGE). (SUCH INSURANCE SHALL INCLUDE
PRODUCTS LIABILITY, CONTRACTUAL LIABILITY AND COMPLETED OPERATIONS COVERAGE.)
(C)
IF THE USE OF AUTOMOBILES IS REQUIRED, COMPREHENSIVE AUTOMOBILE
LIABILITY INSURANCE, EACH WITH LIMITS OF $1,000,000 FOR BODILY INJURY, INCLUDING
DEATH, TO ANY ONE PERSON, AND $1,000,000 FOR EACH OCCURRENCE OF PROPERTY DAMAGE;
Page 17 of 66
***Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment under Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
(D)
EXCESS LIABILITY INSURANCE IN THE UMBRELLA FORM WITH A COMBINED
SINGLE LIMIT OF $5,000,000 ANNUAL AGGREGATE; AND
(E)
PROFESSIONAL LIABILITY OR ERRORS AND OMISSIONS INSURANCE IN THE
AMOUNT OF $10,000,000 PER CLAIM AND IN THE AGGREGATE. THE PROFESSIONAL LIABILITY
INSURANCE SHALL INCLUDE COVERAGE FOR INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY (INCLUDING INFRINGEMENT OF COPYRIGHTS AND TRADEMARKS,
BUT EXCLUDING INFRINGEMENT OF PATENTS AND TRADE SECRETS). THE COVERAGE SHALL
INCLUDE CLAIMS ARISING FROM WRONGFUL ACTS FROM TECHNOLOGY PRODUCTS OR
PROFESSIONAL SERVICES, INCLUDING COVERAGE FOR CLAIMS RESULTING FROM VIRUSES, AND
UNAUTHORIZED ACCESS OF PRIVATE OR CONFIDENTIAL INFORMATION. THE COVERAGE SHALL
BE MAINTAINED DURING THE TERM OF THIS AGREEMENT AND FOR AT LEAST ONE (1) YEAR
AFTER TERMINATION OF THIS AGREEMENT.
6.2
THE COMMERCIAL GENERAL LIABILITY POLICY SHALL NAME USCC AS
ADDITIONAL INSURED AND WAIVE SUBROGATION IN FAVOR OF USCC, AND SUCH ENDORSEMENTS
SHALL BE LISTED ON A CERTIFICATE OF INSURANCE FURNISHED TO USCC.
6.3
CONSULTANT SHALL FURNISH TO USCC CERTIFICATES OF SUCH INSURANCE
UPON WRITTEN REQUEST.
CONSULTANT SHALL NOT CANCEL OR FAIL TO RENEW SUCH
INSURANCE WITHOUT PROVIDING WRITTEN NOTICE TO USCC WITHIN 30 DAYS FOLLOWING SUCH
CANCELLATION OR NONRENEWAL.
6.4
CONSULTANT SHALL ENSURE THAT CONSULTANT'S SUBCONTRACTORS, IF
ANY, WHICH MAY ENTER UPON USCC'S PREMISES, MAINTAIN SIMILAR INSURANCE AND AGREE
TO FURNISH USCC, IF REQUESTED, WITH CERTIFICATES OR ADEQUATE PROOF OF SUCH
INSURANCE.
7.
WARRANTIES.
7.1
VIOLATION OF LAW.
CONSULTANT REPRESENTS AND WARRANTS TO USCC
THAT AS OF THE DATE OF PERFORMANCE, CONSULTANT'S PERFORMANCE OF THE SERVICES
DOES NOT AND SHALL NOT VIOLATE ANY APPLICABLE