RLI 279 14 June 2012 Research Library Issues: A QuarterlLy Report from ARL, CNI, and SPARC Model Digitization Agreement the Works or (iii) any claim or action of any type whatsoever by any customers or subcontractors of Publisher. (b) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSE- QUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR LOST SAVINGS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIA- TION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETH- ER OR NOT THE PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT. IN NO EVENT WILL THE LIBRARY’S TOTAL LIABILITY EXCEED IN THE AGGREGATE $10,000. 8. Insurance (Note: Some institutions may elect not to include information on insurance in the digitization agreement itself, but reserve it for a digitization plan) (a) Publisher will secure and maintain (or cause any third parties performing services hereunder to secure and maintain, as applicable) the following coverages, with the following minimum limits of coverage: (i) Workers’ compensation insurance and statutory disability insurance as required by law for all per- sons employed in connection with the project, including, as a minimum, employer’s liability limits of $500,000 each accident/$500,000 each employee for bodily injury or by disease/$500,000 policy limit, with coverage (except for disease) to be included in the underlying schedule of any excess policy (ii) Commercial general liability insurance (which may be basic and umbrella coverage) with respect to injuries and death to persons and/or damage to property, written on an “occurrence” basis, with a com- bination single limit of not less than $3,000,000 covering the project (iii) Professional liability insurance in an amount not less than $3,000,000 per occurrence and (iv) Property insurance in an amount of not less than $250,000 per occurrence (Publisher shall be re- sponsible for any deductibles on this and any other insurance policy). (b) Each of the foregoing shall name the Library and its trustees, officers, employees, and agents as ad- ditional insureds (to the extent of the contractual liability assumed by Publisher in this Agreement) with respect to general liability, professional liability, property, and umbrella insurance name the Library as loss payee with respect to the property insurance and contain a waiver of subrogation by Publisher’s insurer with respect to the Library and the above-referenced additional insureds (with respect to gener- al liability, professional liability, umbrella, property and worker’s comp insurance). The Publisher may meet these insurance requirements through either (1) commercial insurance (2) self-insurance or (3) a combination of commercial insurance and self-insurance, at the Publisher’s discretion. 9. Force Majeure If either Party is delayed in the performance of its obligations under this Agreement by force majeure, this Agreement shall be suspended until such cause has ceased. 10. General (a) Neither Party shall directly or indirectly sell, transfer, assign, convey, pledge, encumber, or other- wise dispose of its rights or obligations under this Agreement without prior written consent from the other Party.
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