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B.5.4 Conditions for Indemnification.As conditions for indemnification, Indemnitee will (i) promptly notify Esri in <br /> writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the <br /> defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and <br /> (iv) reasonably cooperate in the defense of the Infringement Claim at Esri's request and expense. <br /> B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor,and its third party <br /> licensors regarding any Claim for which Esri must indemnify Customer. <br /> ARTICLE B.6—INSURANCE <br /> If Esri is providing Services, Esri will carry, at a minimum, the following coverage: <br /> a. Comprehensive general liability or commercial general liability with a minimum coverage of$1,000,000.00 <br /> (US dollars)combined single limit per occurrence for bodily injury, including death, and property damage <br /> liability to include the following: <br /> 1. Premises and operations; <br /> 2. Blanket contractual liability; <br /> 3. Broad form property damage; <br /> 4. Independent contractors; <br /> 5. Personal injury, with employee exclusion deleted; and <br /> 6. Completed operations. <br /> b. Workers'compensation insurance, with waiver of subrogation, in an amount that complies with statutory <br /> limits. <br /> ARTICLE B.7—SECURITY AND COMPLIANCE <br /> B.7.1 Security. Esri publishes its security capabilities at http://trust.arcqis.com. Customer may give Esri <br /> personnel access to Customer systems or to Customer or third-party personal information, controlled information, <br /> or sensitive data if access is essential for Esri's performance of Services and if Esri expressly agrees to such <br /> access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard <br /> against unauthorized access. Customer bears responsibility to (i)confirm that Esri's published security and <br /> privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share <br /> Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review <br /> Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at <br /> securesupportesri.com for further instruction before providing any Customer Content that requires security <br /> measures other than Esri's published security capabilities. <br /> B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit <br /> any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri <br /> Offerings or that is introduced through Third-Party Content. <br /> B.7.3 Export Compliance. Each party will comply with all applicable export laws and regulations, including the <br /> US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's <br /> International Traffic in Arms Regulations (ITAR), and other applicable export laws. Customer will not export, <br /> reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of <br /> Services or Esri Offerings to any United States embargoed countries or denied entities or persons except in <br /> accordance with all then-current applicable US government export laws and regulations. Customer will not export, <br /> reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or <br /> end uses without proper authorization from the US government. Customer shall immediately notify Esri in writing if <br /> any US government entity or agency denies, suspends, or revokes Customer's export privileges. When <br /> applicable, Customer will not upload, store, or process in Cloud Services any Customer Content that(i) has an <br /> Export Control Classification Number(ECCN)other than EAR99 or(ii) is controlled for export from the United <br /> States under ITAR. Customer will notify Esri in advance if Esri's performance of any Services or provision of any <br /> Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR <br /> Sections 120.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or provide any such Esri <br /> E204S—02/19/2020 Page 13 of 17 09/09/2020/PSK <br /> 00286821.0 <br />