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(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 Licensor.
<br />e. If Licensee fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish Licensor with required proof that insurance has
<br />been procured and is in force and paid for, Licensor shall have the right, at Licensor's
<br />election, to forthwith terminate this Agreement.
<br />6. INDEMNIFICATION
<br />Licensee agrees to and shall indemnify and hold harmless Licensor, its officers, agents,
<br />employees, Licensees, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including health, and claims for property damage, which may arise from the
<br />direct or indirect operations of the Licensee or its contractors, subcontractors, agents, employees,
<br />or other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) frorn any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Licensee further agrees to indemnify, hold harmless, and pay all costs
<br />for the defense of Licensor, including fees and costs for special counsel to be selected by
<br />Licensor, regarding any action by a third party challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. Licensor may snake all reasonable decisions with respect to its representation in any
<br />legal proceeding.
<br />7. CONFIDENTIALITY
<br />If Licensee receives from Licensor information which due to the nature of such
<br />information is reasonably understood to be confidential .and/or proprietary, Licensee agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information" shall include
<br />all nonpublic information. Confidential information includes not only written information, but
<br />also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
<br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault
<br />of the Licensee disclosed in a publicly available source; (c) is in rightful possession of the
<br />Licensee without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />law; or (e) is independently developed by the Licensee without reference to information
<br />disclosed by Licensor.
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