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c. Worker's Compensation insurance. In accordance with Califomia state law, Sponsor
<br />and Viva, if Sponsor or Viva have any employees, are required to be insured against liability for
<br />worker's compensation or to undertake self-insurance. Prior to commencing the performance of
<br />the work under this Agreement, Sponsor and Viva agree to obtain and maintain any employer's
<br />liability insurance with limits not less than $1,000 000 per accident.
<br />d. The following requirements apply to the insurance to be provided by Sponsor and Viva
<br />pursuant to this section:
<br />(i) Sponsor and Viva shall maintain all insurance required above in full force
<br />and effect for the entire period covered by this Agreement.
<br />(ii) Certificates of insurance shall be famished to the City upon execution of
<br />this Agreement and shall be approved in form by the City.
<br />(iii) Certificates and policies shall state that the policies shall not be canceled
<br />or reduced in coverage or changed in any other material aspect without
<br />thirty (30) days prior written notice to the City
<br />e. If Sponsor or Viva fail or refuse to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish the City with required proof that insurance has been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to terminate this
<br />Agreement.
<br />6, INDEMNIFICATION
<br />To the fullest extent permitted by law, Sponsor and Viva shall indemnify, defend and
<br />hold harmless City, its officers, agents and employees (collectively, the "indemnified parties")
<br />from and against any and all claims (including, without limitation, claims for bodily injury, death
<br />or damage to property), demands, obligations, damages, actions, causes of action, suits, losses,
<br />judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
<br />attorney's fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a claim, collectively, "claims"), which may arise from or in any manner are related
<br />(directly or indirectly) to this Agreement or Sponsor's and/or Viva's presence or activities at the
<br />Event (including the negligent and/or willful acts, errors and/or omissions of Sponsor or Viva, its
<br />principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone
<br />employed directly or indirectly by any of them or for whose acts they may be liable for any or all
<br />of them). Notwithstanding the foregoing, nothing herein shall be construed to require Sponsor or
<br />Viva to indemnify the indemnified parties from any claim arising from the sole negligence or
<br />willful misconduct of the indemnified parties. This indemnity shall apply to all claims and
<br />liability regardless of whether any insurance policies are applicable. The policy limits do not act
<br />as a limitation upon the amount of indemnification to be provided by the Sponsor or Viva.
<br />7. CONFIDENTIALITY
<br />If Sponsor or Viva receive from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it
<br />shall not use or disclose such information except in the performance of this Agreement, and
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