Page 4 of 19
All policies (except Workers’ Compensation) will name University, the Board, and their officers
and employees as Additional Insured. A Waiver of Subrogation in favor of University and the
Board and thirty (30) day notice of cancellation is required on all policies. Certificates of insurance
verifying the foregoing requirements will be provided to University prior to the Effective Date of
this Agreement. Sponsor will endorse all policies to require insurance carriers to notify University
of cancellation, termination, material change, or non-renewal relating to any insurance policy
required herein.
5.2 Damage or Injury. Sponsor will be solely responsible for any damage
or injury to University’s facilities, property (tangible or intangible), or personnel that results from
acts or omissions of Sponsor or Sponsor’s employees, agents, suppliers or subcontractors.
5.3 General Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, SPONSOR
WILL AND DOES HEREBY AGREE TO INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY
UNIVERSITY, AND HOLD HARMLESS UNIVERSITY AND THE UNIVERSITY OF TEXAS SYSTEM, AND THEIR
RESPECTIVE AFFILIATED ENTERPRISES, REGENTS, OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES,
REPRESENTATIVES AND AGENTS (COLLECTIVELY “INDEMNITEES”) FROM AND AGAINST ALL DAMAGES,
LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY
NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN
INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY “CLAIMS”) BY ANY
PERSON OR ENTITY, ARISING OUT OF, CAUSED BY, OR RESULTING FROM, IN WHOLE OR IN PART, ANY
NEGLIGENT ACT, NEGLIGENT OMISSION OR WILLFUL MISCONDUCT OF SPONSOR, ANYONE DIRECTLY
EMPLOYED BY SPONSOR OR ANYONE FOR WHOSE ACTS SPONSOR MAY BE LIABLE. THE PROVISIONS OF
THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR
RIGHT WHICH ANY INDEMNITEE HAS BY LAW OR EQUITY. ALL PARTIES WILL BE ENTITLED TO BE
REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.
5.4 Intellectual Property Indemnity. SPONSOR WILL AND DOES HEREBY AGREE TO
INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS
INDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED
INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY INTEREST ARISING
BY OR OUT OF THE PERFORMANCE OF THIS AGREEMENT, OR THE USE BY INDEMNITEES, AT THE
DIRECTION OF SPONSOR, OF ANY ARTICLE OR MATERIAL; PROVIDED, THAT, UPON BECOMING AWARE OF
A SUIT OR THREAT OF SUIT FOR INFRINGEMENT, UNIVERSITY WILL PROMPTLY NOTIFY SPONSOR AND
SPONSOR WILL BE GIVEN THE OPPORTUNITY TO NEGOTIATE A SETTLEMENT. IN THE EVENT OF
LITIGATION, UNIVERSITY AGREES TO REASONABLY COOPERATE WITH SPONSOR. ALL PARTIES WILL BE
ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.
6. Relationship of the Parties. For all purposes of this Agreement and
notwithstanding any provision of this Agreement to the contrary, Sponsor is an independent entity
and is not a partner, joint venturer, or agent of University. Sponsor will not bind nor attempt to bind
University to any agreement or contract. As an independent entity, Sponsor is solely responsible for
all taxes, withholdings, and other statutory or contractual obligations of any sort, including workers’
compensation insurance.