8x8 2009 Annual Report Download - page 120

10. INDEMNIFICATION.
10.1 None of the Landlord Entities shall be liable and Tenant hereby waives all claims against them for any
damage to any property or any injury to any person in or about the Premises or the Building by or from any cause whatsoever
(including without limiting the foregoing, rain or water leakage of any character from the roof, windows, walls, basement,
pipes, plumbing works or appliances, the Building not being in good condition or repair, gas, fire, oil, electricity or theft),
except to the extent caused by or arising from the gross negligence or willful misconduct of Landlord or its agents,
employees or contractors. Tenant shall protect, indemnify and hold the Landlord Entities harmless from and against any and
all loss, claims, liability or costs (including court costs and attorney’ s fees) incurred by reason of (a) any damage to any
property (including but not limited to property of any Landlord Entity) or any injury (including but not limited to death) to
any person occurring in, on or about the Premises or the Building to the extent that such injury or damage shall be caused by
or arise from any actual or alleged act, neglect, fault, or omission by or of Tenant or any Tenant Entity to meet any standards
imposed by any duty with respect to the injury or damage; (b) the conduct or management of any work or thing whatsoever
done by the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises; (c) Tenant’ s actual
or asserted failure to comply with any and all Regulations applicable to the condition or use of the Premises or its occupancy;
or (d) any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of the Tenant
to be performed pursuant to this Lease.
10.2 Landlord shall protect, indemnify and hold Tenant harmless from and against any and all loss, claims,
liability or costs (including court costs and attorney’ s fees) incurred by reason of any damage to any property (including but
not limited to property of Tenant) or any injury (including but not limited to death) to any person occurring in, on or about
the common areas of the Building to the extent that such injury or damage shall be caused by or arise from the gross
negligence or willful misconduct of Landlord or any of Landlord’ s agents or employees.
10.3 The provisions of this Article shall survive the termination of this Lease with respect to any claims or
liability accruing prior to such termination.
11. INSURANCE.
11.1 Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or
policies to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity
incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not less than
$1,000,000 per occurrence and not less than $2,000,000 in the annual aggregate, or such larger amount as Landlord may
prudently require from time to time, covering bodily injury and property damage liability and $1,000,000 products/completed
operations aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than
$1,000,000 per accident; (c) Worker’ s Compensation Insurance with limits as required by statute and Employers Liability
with limits of $500,000 each accident, $500,000 disease policy limit, $500,000 disease--each employee; (d) All Risk or
Special Form coverage protecting Tenant against loss of or damage to Tenant’ s alterations, additions, improvements,
carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or
about the Premises to the full replacement value of the property so insured; and, (e) Business Interruption Insurance with
limit of liability representing loss of at least approximately six (6) months of income. Landlord agrees to waive Business
Interruption insurance requirements of Tenant. In doing so, Tenant hereby agrees that Tenant waives all claims for recovery
against Landlord for business interruption expenses that would have been covered by the waived Business Interruption
insurance. Tenant agrees that Tenant's insurance carrier will not subrogate against Landlord's insurance carrier for the same.
11.2 The aforesaid policies shall (a) be provided at Tenant’ s expense; (b) name the Landlord Entities as
additional insureds (General Liability) and loss payee (Property—Special Form); (c) be issued by an insurance company with
a minimum Best’ s rating of “A-:VII” during the Term; and (d) provide that said insurance shall not be canceled unless thirty
(30) days prior written notice (ten days for non-payment of premium) shall have been given to Landlord; a certificate of
Liability insurance on ACORD Form 25 and a certificate of Property insurance on ACORD Form 28 shall be delivered to
Landlord by Tenant upon the Commencement Date and at least ten (10) days prior to each renewal of said insurance.
11.3 Whenever Tenant shall undertake any alterations, additions or improvements in, to or about the Premises
(“Work”) the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in
connection with such Work, without limitation including liability under any applicable structural work act, and such other
insurance as Landlord shall require; and the policies of or certificates evidencing such insurance must be delivered to
Landlord prior to the commencement of any such Work.
12. WAIVER OF SUBROGATION. Tenant and Landlord hereby mutually waive their respective rights of recovery
against each other for any loss insured (or required to be insured pursuant to this Lease) by fire, extended coverage, All Risks
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