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as they are incurred or finally awarded, arising out of
<br />or resulting from claims or actions for bodily injury,
<br />death, sickness, property damage, or other injury or
<br />damage if causedby any negligent act or omission of
<br />such party (except to the extent caused by the negli-
<br />gent act or omission of the other party, its employees
<br />or agents).
<br /> 7.2. Notification of Claim. Notification of an
<br />event giving rise to an indemnification claim (Notice)
<br />must (a) be received by the indemnifying party on or
<br />by the earlier of a date 30 business days subsequent
<br />to the date which such event was or should have been
<br />discovered or 90 business days subsequent to the ef-
<br />fective termination date of this Agreement, and (b)
<br />include a brief factual summary of the damage and
<br />cause thereof. An indemnification claim is expressly
<br />subject to and conditioned upon compliance with the
<br />Notice provisions hereunder.
<br /> 8. INSURANCE.
<br /> 8.1. Compass. Compass shall obtain and
<br />maintain insurance for the following risks in such
<br />amounts under such policies as appropriate: general
<br />liability in the amount of $1,000,000 (or $2,000,000
<br />for claims in the aggregate) (including contractual,
<br />liquor and products-completed operations liability),
<br />business automobile coverage in the amount of
<br />$2,000,000, and workers' compensation (including
<br />employers' liability coverage) in such amounts as re-
<br />quired by statute, and an umbrella policy in the
<br />amount of $10,000,000. The foregoing insurance
<br />coverages may be provided by a combination of pri-
<br />mary, excess, or umbrella policies. Client shall be
<br />named !.: ...... additionalinsured on such ~oolicies
<br />o~, ,,'l,al-,a,.,-~;.-,,aA 1-,xr t~l;,a*at- ' '
<br />......................... All ~nsurance pohmes shall
<br />include a prow~sion that such policy may not be
<br />amended or cancelled without at least 30 days prior
<br />written notice from the insurer to the Client, sent cer-
<br />tified mail to: Mark Chappuis, Cabarms County, Post
<br />Office Box 707, Concord, North Carolina 28026.
<br /> 8.2. Client. Client shall obtain and maintain
<br />insurance for the Operation Facilities, Service
<br />Equipment, Offices, and Utilities against risks cov-
<br />ered by standard forms of fire, theft, and extended
<br />coverage in such amounts under such policies as Cli-
<br />ent deems appropriate.
<br /> 83. Certificates of Insurance. Certificates of
<br />Insurance for such coverage and naming the Client
<br />and its Employees as an additional insured er nmmed
<br />
<br />Compass to Chent upon 10 days' prior not, ce.
<br /> 9. COMPASS VENDORS. In connection with Serv-
<br />ices provided hereunder, Compass shall purchase in-
<br />ventory, equipment, and services from various' sellers
<br />and vendors selected by Compass at its sole discre-
<br />tion (each a Vendor). Purchases from Vendors shall
<br />be made under such terms Compass deems in its sole
<br />discretion as acceptable (Vendor Terms). All Ven-
<br />dor Terms are the exclusive obligation and property
<br />
<br />of Compass. Client does not have any liability under,
<br />or any right to, any Vendor Terms and no Vendor
<br />Terms will operate to reduce or otherwise affect the
<br />amount or performance of Client's Obligations.
<br /> 10. PROPRIETARY MARKS. Each party acknowl-
<br />edges that the names, logos, service marks, trade-
<br />marks, trade dress, trade names, and patents, whether
<br />or not registered of the other party (collectively
<br />Marks), areproprietary Marks o~' such party, and its
<br />affiliated and parent companies, and neither party
<br />will use the Marks for any purpose except as ex-
<br />pressly permitted in writing by the other party.
<br /> 11. DEFAULT. The occurrence of one or more of
<br />the following events shall constitute a default under
<br />this Agreement (a Default): (a)Each and every oc-
<br />currence of a Payment Default (No waiver, deferral,
<br />or compromise of any payment obligations or prior
<br />Payment Default shall extend to, or constitute a
<br />wmver of, any subsequent or other Payment Defaults
<br />or impair any party's termination rights or remedies at
<br />law); (b)a party's failure to perform when due any
<br />Obligation under, this Agreement when such failure
<br />continues for a period of 30 days subsequent to notice
<br />thereof (no wmver, deferral or compromise of any
<br />performance obligations shall constitute a waiver of
<br />any subsequent performance obligations); (c)a
<br />party's breach of any warranty, representation, or
<br />covenant under this Agreement; and (d)a party
<br />(i) becomes insolvent or unable to pay its debts as
<br />they become due; (ii) ceases to do business as a going
<br />concern; or (iii) makes an'assignment for the benefit
<br />of creditors, applies to or petitions any tribunal for
<br />the appointment of a custodian, receiver or trustee for
<br />itself or any substantial part of its assets, or com-
<br />mences any proceeding with respect to itself under
<br />any bankruptcy, reorganization, readjustment of debt,
<br />insolvency, receivership, dissolution or liquidation
<br />law or statute of any jurisdiction, or if it files any
<br />such application or petition, or if such proceeding is
<br />commenced against a party.
<br /> 12. DISPUTE RESOLUTION.
<br /> lZ.1. Good Faith Negotiation. In the event of
<br />any dispute, controversy, claim, or disagreement
<br />arising out of or relating to this Agreement, or the
<br />breach, termination, validi~, or enforceability of any
<br />provision of this Agreement (each a Dispute), ~e
<br />parties shall use their best e~0rts to resolve and settle
<br />any Dispute by consulting and negotiating with each
<br />other in good faith and attempting to reach a just and
<br />equitable solution satisfactory to both parties. In the
<br />event that the parties fail to reach an equitable solu-
<br />tion within 30 business days from the commence-
<br />ment of such negotiations, then either party may pur-
<br />sue any and all remedies available to it at law or in_
<br />equity. The parties hereto agree to the jurisdiction ot
<br />the courts of Cabarrus County, North Carolina for the
<br />purposes of resolving any dispute hereunder.
<br /> 13. MISCELLANEOUS.
<br />
<br />
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