15 - Agreement with SpearTip's Shadow Spear Platform

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MSA 2021 ability to grant licenses except as may be specifically set forth in a SOW/Proposal. All improvements, add-ons or modifications to any party's Confidential Information shall remain the exclusive property of the party who owns or has rights to such Confidential Information. 11. INSURANCE SpearTip will maintain the following policies of insurance covering all Services furnished by SpearTip to Client during the Term of this Agreement. 11.1 General Liability (Bodily Injury, Property Damage, Personal and Advertising) insurance, in an amount not less than One Million Dollars ($1,000,000) per occurrence with an annual aggregate of not less than Two Million Dollars ($2,000,000); 11.2 Network Security insurance in an amount not less than Five Million Dollars ($5,000,000) per occurrence. 11.3 Technology Errors and Omissions insurance in an amount not less than Five Million Dollars ($5,000,000) per occurrence. 11.4 Automobile liability insurance (covering hired and non -owned vehicles) in a combined single limit of not less than One Million Dollars ($1,000,000); 11.5 Excess Liability insurance in an amount not less than Four Million Dollars ($4,000,000) per occurrence with an annual aggregate of not less than Four Million Dollars ($4,000,000); 11.6 Employee Dishonesty (Theft) in the amount of not less than One Million Dollars ($1,000,000) per claim; 11.7 Workers Compensation and Employees Liability Insurance as prescribed by law. Upon request, SpearTip will provide certificates of insurance for the coverages specified above. 12. WARRANTIES AND REMEDIES FOR BREACH OF WARRANTY 12.1 Quality of Services. SpearTip warrants that the Services will be performed in a workmanlike manner with the same degree of professionalism, skill, and care consistent with industry standards reasonably applicable to the performance of such Services. 12.2 Place of Correction. SpearTip may perform the investigation and correction services pursuant to this section at SpearTip's offices to the extent possible. If Client requires SpearTip to travel to Client's place of business, Client will reimburse SpearTip for the reasonable travel time and expenses of SpearTip's personnel. If a reported breach of warranty is attributable to a cause other than the SpearTip Services, then SpearTip will be entitled to payment for its investigation and correction efforts on a time and materials basis at the rates applicable to the SOW/Proposal. 12.3 Compliance with Laws; Background Checks. In performing the Services, SpearTip shall comply with all federal, state and local laws and regulations. SpearTip represents and warrants that all of its employees and contractors that perform any type of Service for Client, or has access to Client's Confidential Information, have undergone a comprehensive criminal history records check and passed same without exception and with satisfactory results 12.4 Exclusions. 12.4.1 SpearTip shall have no liability pertaining to any software or hardware deficiencies and Client's remedy for such deficiencies shall be solely against the software vendor or hardware manufacturer.