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MSA 2020 - for use in North America <br />11.1 General Liability (Bodily Injury, Property Damage, Personal and Advertising) insurance, in <br />an amount not less than One Million Dollars ($1,000,000) per occurrence with an annual aggregate of not <br />less than Two Million Dollars ($2,000,000); <br />11.2 Network Security insurance in an amount not less than Five Million Dollars ($5,000,000) <br />per occurrence. <br />11.3 Technology Errors and Omissions insurance in an amount not less than Five Million Dollars <br />($5,000,000) per occurrence. <br />11.4 Automobile liability insurance (covering hired and non -owned vehicles) in a combined <br />single limit of not less than One Million Dollars ($1,000,000); <br />11.5 Excess Liability insurance in an amount not less than Four Million Dollars ($4,000,000) per <br />occurrence with an annual aggregate of not less than Four Million Dollars ($4,000,000); <br />11.6 Employee Dishonesty (Theft) in the amount of not less than One Million Dollars <br />($1,000,000) per claim; <br />11.7 Workers Compensation and Employees Liability Insurance as prescribed by law. <br />Upon request, SpearTip will provide certificates of insurance for the coverages specified above. This would <br />provide that in the event of cancellation or material modification thereof, written notice of such cancellation <br />or modification would be given to Client at least thirty (30) days prior to the effective date of such <br />cancellation or modification. <br />12. WARRANTIES AND REMEDIES FOR BREACH OF WARRANTY <br />12.1 Quality of Services. SpearTip warrants that the Services will be performed through its <br />best efforts and in a workmanlike manner consistent with industry standards reasonably applicable to the <br />performance of such Services. <br />12.2 Place of Correction. SpearTip may perform the investigation and correction services <br />pursuant to this section at SpearTip's offices to the extent possible. If Client requires SpearTip to travel to <br />Client's place of business, Client will reimburse SpearTip for the reasonable travel time and expenses of <br />SpearTip's personnel. If a reported breach of warranty is attributable to a cause other than the SpearTip <br />Services, then SpearTip will be entitled to payment for its investigation and correction efforts on a time and <br />materials basis at the rates applicable to the SOW/Proposal. <br />12.3 Compliance with Laws; Background Checks. -In performing the Services, SpearTip shall <br />comply with all federal, state and local laws and regulations. SpearTip represents and warrants that all of <br />its employees and contractors that perform any type of Service for Client, or has access to Client's <br />Confidential Information, have undergone a comprehensive criminal history records check and passed <br />same without exception and with satisfactory results <br />12.4 Exclusions. <br />12.4.1 SpearTip shall have no liability pertaining to any software or hardware <br />deficiencies and Client's remedy for such deficiencies shall be solely against the software <br />vendor or hardware manufacturer. <br />12.4.2 SpearTip does not warrant that the operation of hardware, equipment, <br />Deliverables or of any other software will be uninterrupted or error -free. Client acknowledges <br />that it alone is responsible for the results of using the software, hardware and equipment used <br />in its business operations, including without limitation the completeness, accuracy and content <br />of such results. Client acknowledges further that it alone is responsible for independent <br />verification and testing of any such results prior to using them. <br />12.4.3 During the course of providing the Services, SpearTip may provide findings <br />and recommendations to Client. SpearTip is not liable for an intrusion of malware, viruses, <br />worms and/or other similar intrusions in Client's environment. SpearTip makes no warranty of <br />a guaranteed protective barrier. SpearTip disclaims all liability for any of its findings or <br />recommendations it makes to Client during the term (and any renewal term) of this Agreement. <br />12.5 Disclaimer. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER <br />WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED <br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND <br />NON -INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF <br />DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. <br />MSA 2020 5 Confidential and Proprietary <br />