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and for providing the Subscription Service to Customer; provided that, Accela will use commercially reasonable efforts to adhere to any usage guidelines furnished by Customer with respect to Customer's Marks. 12.9. Force Maieure. Accela will not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the reasonable control of Accela. 12.10. Entire Agreement. This Agreement, including any attachments hereto as mutually agreed upon by the Parties, constitute the entire agreement between the Parties concerning its subject matter and supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no additional or conflicting terms or conditions stated in Customer's order documentation will be incorporated into orform any part of this Agreement, and all such terms or conditions will be null. 12.11 Insurance. Accela shall obtain and maintain for the duration of this Agreement insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Accela or Accela's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A -:VII". 12.11.1 Coverages and Limits. Accela, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by Customer in writing. i Commercial General Liability Insurance. Accela shall maintain occurrence -based coverage with limits not less than $2,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per occurrence limit. The Commercial General Liability insurance policy shall be endorsed to name the Customer, its officers, agents, employees, and volunteers as additional insureds, and to state that the insurance will be primary and not contribute with any insurance or self-insurance maintainedbythe`Cugfffiner.' ii Business Automobile Liability Insurance. Accela shall maintain coverage with limits not less than $1,000,000 per each accident for owned, hired and non -owned automobiles. iii Workers' Compensation and Employer's Liability Insurance. Accela shall maintain coverage as required by the California Labor Code and Employer's Liability limits with limits not less than $1,000,000 per each accident for bodily injury or disease. The Worker's Compensation policy shall contain an endorsement stating that the insurer waives any right to subrogation against the Customer, its officers, agents, employees, and volunteers. The Workers' Compensation and Employer's Liability Insurance will not be required if Accela has no employees and provides, to the Customer's satisfaction, a declaration stating this in a form acceptable to the Customer. iv Reserved. v Professional Liability and Cyber Liability Insurance. Accela must carry Errors and Omissions Insurance that covers Cyber Liability Insurance with limits not less than $1,000,000 per claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this Agreement. REV: 02-10-20 PR ATTY/AGR.2020.022/Amela, Inc. (Page 11 of 18)