|
Execution Version
<br />Indemnifying Party, which shall not be unreasonably withheld or delayed, provided that, if
<br />the Indemnifying Party fails to assume the defense of a Claim within thirty (30) days of
<br />the notice described in Section 10.1.1. the Indemnified Party will have the right to defend
<br />against, negotiate, settle or otherwise deal with such Claim on behalf of and for the
<br />account and risk, and at the expense, of the Indemnifying Party. The Parties will
<br />cooperate fully with each other in connection with the defense, negotiation or settlement
<br />of any Claim.
<br />10.2. Health Dialog Insurance. Health Dialog shall procure and maintain, at its expense and
<br />uninterrupted at all times during the term of the Agreement, from nationally recognized
<br />companies, at least the following insurance covering the Services to be performed by Health
<br />Dialog under this Agreement:
<br />(i) Professional liability coverage of at least $1,000,000 per claim and $3,000,000
<br />annual aggregate.
<br />(ii) General liability insurance, including advertising liability, personal injury liability,
<br />contractual liability, and products/completed operations liability, naming the City
<br />of Santa Ana as additional insured(s), with limits of liability of not less than
<br />$2,000,000 per occurrence.
<br />(iii) Workers' compensation insurance commensurate with statutory limits.
<br />For purposes of subparagraph (ii) above, "the City of Santa Ana" includes its officers, employees,
<br />agents, volunteers and representatives. As evidence of such insurance coverage, Health Dialog
<br />shall provide to Client copies of relevant certificates of insurance, upon execution of this
<br />Agreement, which shall be approved by Client. Health Dialog shall provide Client with written
<br />notice of any cancellation, non -renewal, or material modification of such coverage within thirty
<br />(30) calendar days of receiving notice of any such cancellation, non -renewal, or material
<br />modification.
<br />10.3. Client Insurance. Client is self -insured.
<br />10.4. RESERVED.
<br />10.5. DISCLAIMER. EXCEPT AS SPECIFIED HEREIN, INCLUDING WITHOUT LIMITATION IN
<br />SECTION 2.3 OF THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS' AND HEALTH
<br />DIALOG DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS
<br />OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING BUT NOT LIMITED TO, THE
<br />WARRANTIES OF DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE
<br />PRACTICE, OR WARRANTIES CONCERNING THE NON -INFRINGEMENT OF THIRD PARTY
<br />RIGHTS.
<br />10.6. THE INFORMATION PROVIDED PURSUANT TO THE SERVICES IS NOT INTENDED TO BE
<br />MEDICAL ADVICE, A DIAGNOSIS OF A MEDICAL CONDITION, OR A TREATMENT
<br />RECOMMENDATION
<br />SECTION 11. PROPRIETARY MATERIALS
<br />11.1. Services. Client acknowledges that, as between the Parties, title in and ownership of the
<br />Services, including, without limitation, the products, programs, names and materials, software
<br />and documentation, analytical methodologies, information management systems, associated
<br />proprietary forms of data organization and reports, whether or not confidential, and Health
<br />Dialog's Confidential Information, and all enhancements, modifications, improvements or
<br />derivatives thereof (whether or not created by Health Dialog) and all IP Rights therein
<br />(collectively, the "Health Dialog Intellectual Property"), shall remain at all times vested in Health
<br />© 2020 Health Dialog - Confidential Page 7 Services Agreement
<br />
|