1E9Ct5D

(a) be issued by insurance companies [reasonably acceptable to Customer][with a Best's Rating of no less than [A-VII]];(b) provide that such insurance carriers give Customer at least thirty (30) days'prior written notice of any cancellation or non-renewal of, or material change in, thecoverage, scope or amount of such policy and, prior to any such cancellation, nonrenewalor material change in coverage, Provider shall have new insurance policies inplace that meet the requirements of this Section 17;(c) waive any right of subrogation of the insurers against the Customer [or anyof its Affiliates];(d) provide that such insurance be primary insurance and any similarinsurance in the name of and/or for the benefit of Customer shall be excess and noncontributory;and(e) name Customer [and Customer's Affiliates], including, in each case, allsuccessors and permitted assigns, as additional insureds.17.3 Coverage. To the extent any insurance coverage required under this Section 17is purchased on a "claims-made" basis, such insurance shall cover all prior acts ofProvider during the Term and any additional periods during which Provider does or isrequired to perform the Services, and such insurance shall be continuously maintaineduntil at least [four (4)/[NUMBER IN WORDS] ([NUMBER])] years beyond theexpiration or termination of the Term, or Provider shall purchase "tail" coverage,effective upon termination of any such policy or upon termination or expiration of theTerm, to provide coverage for at least four (4) years from the occurrence of either suchevent.17.4 Certificates of Insurance. Upon the written request of Customer, Provider shallprovide Customer with copies of the certificates of insurance and policy endorsements forall insurance coverage required by this Section 17, and shall not do anything to invalidatesuch insurance. Certificates of Insurance evidencing all coverages described in thisSection 17 shall be furnished to Customer on written request. Provider shall give thirty(30) days' prior written notice to Customer of any cancellation, non-renewal or materialchange in coverage, scope, or amount of any insurance policy required by or affecting theCustomer's rights or remedies under this Agreement.17.5 Non-waiver. This Section 17 is not intended to and shall not be construed in anymanner as waiving, restricting or limiting the liability of either party for any obligationsunder this Agreement (including any provisions hereof requiring a party to indemnify,defend and hold harmless the other party).]18. Force Majeure.47