Common use of Indemnification Insurance Limitation of Liability Clause in Contracts

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY and North Shore Long Island Jewish Research Institute, their trustees, officers, employees and affiliates harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement by LICENSEE of the LICENSED PRODUCTS, or arising from any obligation of LICENSEE hereunder. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS a. Workers' Compensation - Statutory b. Employer's Liability - $100,000 c. Commercial General Liability, including but not limited to, Contractual, Fire, Legal and Personal Injury - $1,000,000 Combined Single Limits for Bodily Injury and Property Damage and d. Umbrella Liability including Products Liability to be obtained by commencement by LICENSEE of first human clinical trial of a LICENSED PRODUCT or the first commercial sale of a LICENSED PRODUCT, whichever occurs first - $3,000,000. The University of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Section 8.2(c) and 8.2(d) above. Certificates of insurance evidencing the coverage required above shall be filed with the University's Office of Risk Management, 1817 Cathedral of Learning, Xxxxxxxxxx, XX 00000, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the University not less than thirty (30) days advance written Notice of any material changes in or cancellation of coverage. 8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, UNIVERSITY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY GIVEN BY UNIVERSITY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. 8.4 UNIVERSITY does warrant, nevertheless, that it owns all right, title and interest to the PATENT RIGHTS licensed hereunder, or is authorized to license rights owned by North Shore Long Island Jewish Research Institute under an Inter-institutional Agreement (IIA), dated July 1, 2002, with North Shore Long Island Jewish Research Institute, and further warrants that it has the legal capacity to enter this Agreement.