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any application, interpretation, or clarification of the construction contract other than those made <br />by Company. <br />11.5 Insurance. Contractor shall procure and maintain in effect throughout the duration of this <br />Agreement insurance coverage not less than the types and amounts specified in this section. <br />(a)Commercial General Liability Insurance with limits of $1,000,000 per occurrence and <br />$2,000,000 aggregate, written on an “occurrence” basis. <br />(b)Commercial Automobile Liability Insurance with a limit of $1,000,000 written on <br />an “occurrence” basis <br />(c)Professional Liability Insurance with limits per claim and annual aggregate of $2,000,000. <br />12.Indemnification. <br />12.1 Client. Company hereby agrees to defend, indemnify, and hold harmless Client and its <br />officers, directors, shareholders, customers, employees, successors, and assigns from and <br />against any and all liabilities, losses, damages, and expenses (including legal expenses) of any <br />kind or character arising from third-party claims or allegations asserted against any of the <br />indemnified parties and legal proceedings instituted in respect of (a) willful misconduct or grossly <br />negligent acts or omissions on the part of Company or its employees; (b) Company’s breach of <br />any representation, warranty, or obligation hereunder; or (c) violation of any third party’s <br />intellectual property rights arising in connection with this Agreement; except Company shall have <br />no obligation to indemnify as described above to the extent Client has an obligation to indemnify <br />Company for any such claim pursuant to Section 12.2 below. <br />12.2 Company. Client hereby agrees to defend, indemnify, and hold harmless Company and <br />its officers, directors, shareholders, customers, employees, successors, and assigns from and <br />against any and all liabilities, losses, damages, and expenses (including legal expenses) of any <br />kind or character arising from third-party claims or allegations asserted against any of the <br />indemnified parties and legal proceedings instituted in respect of (a) willful misconduct or grossly <br />negligent acts or omissions on the part of Client or its employees; (b) Client’s breach of any <br />representation, warranty, or obligation hereunder; or (c) violation of any third party’s intellectual <br />property rights arising in connection with this Company’s use of Client’s material as permitted by, <br />and in accordance with, this Agreement; except Client shall have no obligation to indemnify as <br />described above to the extent Company has an obligation to indemnify Client for any such claim <br />pursuant to Section 12 above. <br />12.3 Each Party. Each party’s obligations as an indemnitor shall be conditioned on the <br />indemnitee promptly notifying the indemnitor of any claim, and reasonably cooperating in the