SHALL BE A MATERIAL BREACH OF THIS
AGREEMENT.
NEITHER PARTY SHALL USE BACK DOORS, DATA CAPTURE ROUTINES, GAMES,
VIRUSES, WORMS OR TROJAN HORSES, AND ANY INTENTIONAL INTRODUCTION OF SUCH INTO
THE OTHER PARTY'S DATA NETWORKS SHALL BE DEEMED A MATERIAL BREACH OF THIS
AGREEMENT.
THE PARTY RECEIVING ACCESS SHALL LIMIT SUCH ACCESS TO THOSE OF ITS
EMPLOYEES WHOM THE OTHER PARTY HAS AUTHORIZED IN WRITING TO HAVE SUCH ACCESS IN
CONNECTION WITH THIS AGREEMENT OR THE APPLICABLE TRANSITION SERVICE, AND SHALL
STRICTLY FOLLOW ALL SECURITY RULES AND PROCEDURES
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FOR USE OF THE PROVIDING PARTY'S ELECTRONIC RESOURCES.
ALL USER IDENTIFICATION
NUMBERS AND PASSWORDS AND ANY INFORMATION OBTAINED AS A RESULT OF ACCESS TO AND
USE OF A PARTY'S COMPUTER AND ELECTRONIC DATA STORAGE SYSTEMS SHALL BE DEEMED TO
BE, AND SHALL BE TREATED AS, CONFIDENTIAL INFORMATION UNDER APPLICABLE
PROVISIONS OF THE CONFIDENTIALITY AGREEMENT.
EACH PARTY AGREES TO COOPERATE
WITH THE OTHER IN THE INVESTIGATION OF ANY APPARENT UNAUTHORIZED ACCESS TO A
PARTY'S COMPUTER OR ELECTRONIC DATA STORAGE SYSTEMS.
ARTICLE XXI
INSURANCE
21.1
COVERAGE.
DURING THE TERM OF THIS AGREEMENT,
EACH PARTY SHALL OBTAIN AND MAINTAIN THE FOLLOWING INSURANCE:
(I) COMMERCIAL
GENERAL LIABILITY, INCLUDING COVERAGE FOR (A) PREMISES/OPERATIONS,
(B) INDEPENDENT CONTRACTORS, (C) PRODUCTS/COMPLETED OPERATIONS, (D) PERSONAL AND
ADVERTISING INJURY, (E) CONTRACTUAL LIABILITY AND (F) EXPLOSION, COLLAPSE AND
UNDERGROUND HAZARDS, WITH COMBINED SINGLE LIMIT OF NOT LESS THAN $5,000,000.00
EACH OCCURRENCE OR ITS EQUIVALENT; (II) WORKER'S COMPENSATION IN AMOUNTS
REQUIRED BY APPLICABLE LAW AND EMPLOYER'S LIABILITY WITH A LIMIT OF AT LEAST
$1,000,000.00 EACH ACCIDENT; AND (III) AUTOMOBILE LIABILITY INCLUDING COVERAGE
FOR OWNED/LEASED, NON-OWNED OR HIRED AUTOMOBILES WITH COMBINED SINGLE LIMIT OF
NOT LESS THAN $1,000,000.00 EACH ACCIDENT.
21.2
SELF-INSURANCE.
WITHOUT LIMITING THE REQUIRED
COVERAGE AMOUNTS SET FORTH IN SECTION 21.1, ALL PARTIES EXPRESSLY ACKNOWLEDGE
THAT A PARTY SHALL BE DEEMED TO BE IN COMPLIANCE WITH THE PROVISIONS OF THIS
SECTION 21.2 IF IT MAINTAINS AN APPROVED SELF-INSURANCE PROGRAM PROVIDING FOR
RETENTION OF UP TO $1,000,000.00.
IF EITHER PARTY PROVIDES ANY OF THE FOREGOING
COVERAGE ON A CLAIMS-MADE BASIS, SUCH POLICY OR POLICIES SHALL BE FOR AT LEAST A
3 YEAR EXTENDED REPORTING OR DISCOVERY PERIOD.
21.3
RATING.
UNLESS OTHERWISE AGREED, ALL INSURANCE
POLICIES SHALL BE OBTAINED AND MAINTAINED WITH COMPANIES RATED A OR BETTER BY
BEST'S KEY RATING GUIDE, AND EACH PARTY SHALL, UPON REQUEST, PROVIDE THE OTHER
PARTY WITH AN INSURANCE CERTIFICATE CONFIRMING COMPLIANCE WITH THE REQUIREMENTS
OF THIS SECTION 21.3.
21.4
SUBROGATION.
THE PARTIES SHALL EACH OBTAIN FROM
THE INSURANCE COMPANIES PROVIDING THE COVERAGE REQUIRED BY THIS AGREEMENT, THE
PERMISSION OF SUCH INSURERS TO ALLOW SUCH PARTY TO WAIVE ALL RIGHTS OF
SUBROGATION AND SUCH PARTY DOES HEREBY WAIVE ALL RIGHTS OF SAID INSURANCE
COMPANIES TO SUBROGATION AGAINST THE OTHER PARTY, ITS AFFILIATES, SUBSIDIARIES,
ASSIGNEES, OFFICERS, DIRECTORS AND EMPLOYEES.
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21.5
INDEMNIFICATION.
IN THE EVENT ANY PARTY FAILS TO
MAINTAIN THE REQUIRED INSURANCE COVERAGE AND A CLAIM IS MADE OR SUFFERED, SUCH
PARTY SHALL INDEMNIFY AND HOLD HARMLESS THE OTHER PARTIES FROM ANY AND ALL
CLAIMS FOR