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<br />. <br />" <br /> <br />9. INDEMNIFICATION <br /> <br />Contractor will indemnify, defend and hold the Foundation and its officers, directors, <br />employees, and agents harmless from and against all claims, demands, losses, <br />expenses (including reasonable attorney fees, witness fees, and costs), liabilities, <br />damages and injuries to any person or property that result from or are related to: (1) any <br />negligence of Contractor in the performance or failure to perform the Services; (2) any <br />breach by Contractor of any provision of this Agreement, including any representation or <br />warranty; (3) any violation by Contractor of any law or regulation; or (4) any other action <br />or failure to act by Contractor. <br /> <br />10. INSURANCE <br /> <br />Contractor will, at Contractor's sole expense, obtain insurance covering such risks and <br />with such coverage limits as are reasonable and customary in view of the Services to be <br />rendered and the risks associated with the Services, including, if appropriate, <br />malpractice insurance and general liability insurance. <br /> <br />The Foundation reserves the right to require that Contractor obtain additional insurance <br />coverage if it reasonably appears to the Foundation that Contractor's coverage is <br />inadequate to cover the risks associated with the Services. The Foundation also <br />reserves the right to require that the Foundation be named as an additional insured on <br />Contractor's liability insurance policy. <br /> <br />11. UNENFORCEABILlTY OF PROVISIONS <br /> <br />If any provision of this Agreement is held to be invalid or unenforceable or to cause any <br />other portion of this Agreement to become invalid or unenforceable, then that provision <br />will be deemed to be limited, modified or stricken to the extent necessary to effectuate, <br />as nearly as possible, the original intent of the parties as expressed in this Agreement, <br />and the remainder of this Agreement will continue in full force and effect. <br /> <br />12. NOTICES <br /> <br />Any notice given under this Agreement must be in writing and will be deemed to have <br />been given upon delivery if delivered personally or by courier; upon receipt if transmitted <br />by email, facsimile or other electronic means with acknowledgment of receipt; three <br />working days after it is deposited, prepaid, in the regular mail for domestic delivery; and <br />five working days after it is deposited, prepaid, in the regular mail for international <br />delivery; provided, in each instance, that the notice is addressed to the recipient as <br />indicated below, as that information may be updated by written notice to the other party. <br /> <br />13. SUCCESSORS; ASSIGNMENT <br /> <br />This Agreement will be binding on and inure to the benefit of the parties and their <br />respective successors, assigns and heirs, if any. Notwithstanding the foregoing, <br />Contractor may not assign any rights or duties under this Agreement without the prior <br />written consent of the Foundation. <br /> <br />Page 4 of 8 <br />