1. WARRANTIES.
a. Infringement. Vendor warrants that the Services, Products and Deliverables, if any, provided hereunder will not infringe on any third party’s intellectual property or moral rights, nor upon any third party’s rights of personality or publicity.
b. Authority. Each party warrants that: (i) they have the power and authority to enter into and perform this Agreement; (ii) the Agreement will be a legally valid and binding obligation enforceable against either party; and (iii) there are no pending or threatened litigation actions, claims or proceedings, and there are no pending judicial or administrative orders or rules, that would materially impact their ability to perform hereunder.
c. Performance. Vendor warrants that it will perform its obligations in a timely, workmanlike manner, in accordance with industry best practices and agreed specifications.
d. Compliance with Laws. Vendor warrants that neither its execution of this Agreement nor its providing of the Services or Products violate any applicable law, regulation, or rule of any authority having jurisdiction, including without limitation OFAC (including without limitation, privacy, import, export, currency control, labor, hazardous materials, safety and environmental laws, rules and regulations), or any contract between Vendor and any other person or entity. Each party warrants that it shall comply with all applicable federal, state and local laws and regulations.
e. Information. CCE shall provide Vendor with information reasonably necessary to provide the Services or Products, and reasonable access to personnel and other reasonable assistance required. We warrant that to the best of our knowledge all information provided hereunder will be accurate and complete in all material respects.
f. Personnel. Vendor warrants that it will retain qualified personnel and provide any training, tools, supplies or other resources necessary to perform the Services or provide the Product. Vendor will ensure that its employees at all times observe our security policies and, when performing Services on our premises, our workplace policies. Vendor represents that it shall only assign personnel that are legally eligible to work, have successfully completed a background check and that all assignments shall be in compliance with applicable equal opportunity laws, all of which Vendor shall certify if we request.
g. Registration. Vendor warrants that it is registered with all necessary state regulatory authorities and that it is not listed on any state debarment lists, and that it, upon demand, shall provide proof of such registration to
2. INDEMNIFICATION. To the fullest extent permitted by law the VENDOR shall indemnify, defend, and hold CCE and our respective officers, directors, employees and agents, and their successor and assigns ("Indemnified Parties"), harmless from and against all claims, damages, demands, losses, expenses, fines, causes of action, suits or other liabilities, (including all costs, reasonable attorneys' fees, consequential damages, and punitive damages), arising out of or resulting from, or alleged to arise out of or arise from, the performance by or products of the VENDOR or any of VENDOR’s subcontractors of this Agreement, regardless of whether such claim, damage, demand, loss, expense, fine, cause of action, suit or other liability is attributable to bodily injury, personal injury, sickness, disease or death, or injury to or destruction of tangible property, including the loss of use resulting therefrom; but only to the extent attributable to the negligence of the VENDOR or any entity for which it is legally responsible, including any allegations that the Products or Services infringe, misappropriate, or violate any intellectual property rights of any third party.
3. INSURANCE. VENDOR shall, at its own expense, maintain at all times during the Term the following Identified Insurance, each to be written by insurers with AM Best’s Ratings of A- or higher in good standing and qualified to do business in each jurisdiction where the work or product is provided. VENDOR shall provide a Certificate of Insurance with CCE as the certificate holder, at least ten (10) business days prior to the start of this agreement and subsequent to the renewal of any of the required insurance, showing evidence of the following minimum limits of insurance or as required by law, whichever is greater.
a. Commercial General Liability (CGL), including contractual, independent contractors, personal & advertising injury, and products/completed operations $1,000,000 occurrence/$2,000,000 aggregate
b. Auto Liability – If a BUSINESS ENTITY (C-Corp, S-Corp, LLC, LLP or other formal business entity including a Not For Profit) Commercial Auto Liability for Owned (if ANY), Non Owned and Hired Autos - $1,000,000 Combined Single Limit.
If Individual/Sole Proprietor – and coverage provided on a Commercial Auto Policy OR a Hired/Non Owned Endorsement on CGL Policy – same as BUSINESS ENTITY.
-ELSE,
If Person Auto Policy - $300,000 Combined Single Liability Limit OR if Split Liability Limits $250k/$500k for Bodily Injury and $100k for Property Damage.