American Home Shield 2010 Annual Report Download - page 316

"Indemnitee"), at the Indemnitor's expense, and each of the Indemnitee's corporate affiliates and their respective officers, directors,
agents and employees (the "Indemnified Parties") against all claims, demands and/or judgments made or recovered against either of
the Indemnitees for dam ages to real or tangible personal property or for bodily injury or death to any person arising out of, or in
connection with, this Agreement, to the extent that such damage, injury or death was caused by the negligence or wrongful acts of
employees, affiliated companies, subcontractors or agents of Indemnitor.
b) Intellectual Property Indemnity. Consultant shall defend, indemnify and hold each of the Principals harmless, at Consultant's
expense, from any claims, demands and/or judgments made or recovered against either of the Principles for any violation of legally
protected rights of any third parties, including but not limited to, patents, copyright, trade secret, unfair competition, or any and all
other claims arising out of the assignment of or use by either of the Principals of the Deliverables and/or Services, in the form
provided by Consultant, and any other information furnished by or created by Consultant in performing Services pursuant to this
Agreement.
c) Procedures. The Indemnified Parties agree to provide the Indemnitor with timely notice in writing of any such claim, as
defined in Section 11(a) and (b) above. The Indemnitor's obligation to indemnify the Indemnified Parties shall not be waived by the
Indemnified Parties' failure to meet this notice requirement, except to the extent Indemnitor is prejudiced thereby. The Indemnified
Parties shall permit the Indemnitor the sole control of any such defense or settlement, and shall reasonably cooperate with Indemnitor
at Indemnitor's expense. Indemnitor shall have no obligation under this Section for any claim of infringement based on any
modification of materials by the Indemnified Parties or any third party (excluding those retained by or acting on behalf of Indmenitor),
or for use of the Consultant Work Product in breach of Section 4 above.
d) Insurance requirements
a) Consultant, at its sole cost and expense, shall maintain in effect at all times during the rendering of services, insurance
specified below with insurers having a Best's rating of at least [***], under forms of policy satisfactory to the Principals:
i. Full statutory coverage for Workers' Compensation and Disability Insurance for all its employees as required by law, and
Employers Liability with limits of at least [***] and Disability Insurance for all its employees as required by law. [***]
ii. Errors and Omissions or Professional liability coverage with a [***].
iii. Commercial General Liability Insurance with at least [***].
iv. Owned, Non-Owned and Hired Automobile Liability Insurance with at least [***].
b) [***]Certificates of insurance evidencing all these coverages shall be provided to each of the Principals upon execution of
this Agreement. Consultant's insurer shall endeavor to provide each of the Principals with thirty (30) days' written notice of
cancellation, or intent to non-renew.
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