IDEARC WITH CERTIFICATES
OF INSURANCE EVIDENCING COMPLIANCE WITH THIS SECTION 15.1 (INCLUDING EVIDENCE OF
RENEWAL OF INSURANCE) SIGNED BY AUTHORIZED REPRESENTATIVES OF THE RESPECTIVE
CARRIERS FOR EACH CONTRACT YEAR.
EACH CERTIFICATE OF INSURANCE SHALL INCLUDE A
STATEMENT THAT THE ISSUING COMPANY SHALL NOT CANCEL, NONRENEW, REDUCE OR
OTHERWISE CHANGE THE INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNLESS 30 DAYS'
PRIOR WRITTEN NOTICE OF SUCH CANCELLATION, NONRENEWAL, REDUCTION OR CHANGE IS
PROVIDED TO IDEARC.
(D)
NO IMPLIED LIMITATION.
THE OBLIGATION OF PROVIDER TO PROVIDE THE
INSURANCE SPECIFIED HEREIN SHALL NOT LIMIT OR EXPAND (BUT FOR THE OBLIGATION TO
PROVIDE SUCH COVERAGE) IN ANY WAY ANY OBLIGATION OR LIABILITY OF PROVIDER
PROVIDED ELSEWHERE IN THE AGREEMENT.
THE RIGHTS OF IDEARC TO INSURANCE COVERAGE
UNDER POLICIES ISSUED TO OR FOR THE BENEFIT OF ONE OR MORE OF THEM INDEPENDENT
OF THE AGREEMENT SHALL NOT BE LIMITED BY THE AGREEMENT.
(E)
OTHER TYPES AND LIMITS OF INSURANCE.
IDEARC RESERVES THE RIGHT TO
REQUIRE ADDITIONAL TYPES AND LIMITS OF INSURANCE, TO THE EXTENT SUCH COVERAGE IS
NORMALLY
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MAINTAINED BY OTHER SUPPLIERS ENGAGED IN PERFORMING SERVICES SIMILAR TO THE
SERVICES AND IS AVAILABLE TO PROVIDER AT MINIMAL INCREMENTAL EXPENSE.
(F)
INSURANCE SUBROGATION.
WITH RESPECT TO INSURANCE COVERAGE TO BE
PROVIDED BY PROVIDER PURSUANT TO THIS SECTION 15.1, THE APPLICABLE INSURANCE
POLICIES SHALL PROVIDE THAT THE INSURANCE COMPANIES WAIVE ALL RIGHTS OF
SUBROGATION AGAINST PROVIDER, IDEARC, AND EACH OF THEIR RESPECTIVE SUBSIDIARIES,
AFFILIATES, OFFICERS, DIRECTORS, AND EMPLOYEES.
15.2.
Risk of Loss.
Each Party shall be responsible for risk of loss of,
and damage to, any equipment, software, facilities, or other materials in its
possession or under its control.
ARTICLE XVI
INDEMNIFICATION
16.1.
Indemnity by Provider.
Provider shall indemnify, defend and hold
harmless Idearc and its Affiliates and their respective officers, directors,
employees, agents, representatives, successors and assigns from and against any
and all Losses due to third-party claims arising or resulting from any of the
following:
(A)
THE WILLFUL MISCONDUCT OR NEGLIGENCE OF PROVIDER OR ANY PROVIDER
PERSONNEL THAT CAUSES:
(I)
THE DAMAGE, LOSS OR DESTRUCTION OF ANY REAL OR TANGIBLE PERSONAL
PROPERTY; OR
(II)
THE DEATH OR BODILY INJURY OF ANY EMPLOYEE, AGENT, CUSTOMER,
BUSINESS INVITEE, BUSINESS VISITOR OR OTHER INDIVIDUAL;
(B)
PROVIDER'S BREACH OF ANY OF ITS REPRESENTATION AND WARRANTIES SET
FORTH IN SECTION 11.2;
(C)
THE BREACH BY PROVIDER (OR ANY PROVIDER SUBCONTRACTOR) OF ITS
OBLIGATIONS WITH RESPECT TO IDEARC DATA OR IDEARC CONFIDENTIAL INFORMATION UNDER
ARTICLE XII;
(D)
THE BREACH OF ANY OBLIGATIONS TO BE PERFORMED ON OR AFTER THE
FIRST TOWER COMMENCEMENT DATE BY PROVIDER (OR ANY PROVIDER SUBCONTRACTOR) UNDER
ANY OF THE THIRD-PARTY SOFTWARE LICENSES, EQUIPMENT LEASES OR THIRD-PARTY
CONTRACTS WITH RESPECT TO WHICH (1) IDEARC REMAINS A PARTY AND (2) PROVIDER HAS
FINANCIAL RESPONSIBILITY OR OPERATIONAL RESPONSIBILITY PURSUANT TO THE AGREEMENT
FOR SO LONG AS PROVIDER RETAINS FINANCIAL RESPONSIBILITY OR OPERATIONAL
RESPONSIBILITY FOR SUCH LICENSES, LEASES, OR CONTRACTS;
(E)
THE BREACH BY PROVIDER (OR ANY PROVIDER SUBCONTRACTOR) OF ANY OF
ITS OBLIGATIONS UNDER ANY OF THE THIRD-PARTY SOFTWARE