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<br />(d),.C6nttactorshall connect or use utilities serving the Kmart Premises, in a manner and as
<br />provided by ~ in its sole discretion. Contractor shall be responsible for charges for any
<br />disproportlc)t'fute use or waste of utilities by, for or in connection with the Event, or by Contractor,
<br />its employe~,agents, customers, suppliers or invitees.
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<br />6. Indemnity: Insurance.
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<br />(a) Contractor shall defend (with counsel acceptable to Kmart), indemnify and save
<br />harmless Kmart (including its subsidiaries and affiliates), Kmart's landlord and mortgagee, if any,
<br />and the respective directors, officers, partners, members, employees and agents of all of the
<br />foregoing parties (collectively, ~~ndemni.Ged Parties", from and against any cost, loss, damage or
<br />expense, including, without limitation, personal injury or death, property damage, attorneys' fees,
<br />investigative and remediation costs, mcurred as a result of any claim, suit, action, proceeding,
<br />penalty, liability or demand arising out of, pertaining to or involving: (i) this Agreement or the
<br />License; (~i) any act or omission of Contractor, or its employees, agents, customers, suppliers or
<br />invitees; (ill) the use, operation, maintenance or repair of the Promotional Area or the Kmart
<br />Premises, or the adjoining streets, sidewalks or property, by Contractor, its employees, agents,
<br />customers, suppliers or invitees; (iv) any occurrence within or about the Promotional Area; (v)
<br />Contractor's employees, agents, customers, suppliers or invitees, including, without limitation, claims
<br />for injury, death, compensation, social security, pension, tax withholding, unemployment or workers
<br />compensation, copyrights, trademarks, trade secrets, proprietary interests, or otherwise; (vi) the
<br />fitness, merchantability, warranties, representations or defects or any other claims regarding or
<br />involving the products or services sold, offered or provided at the Event, including, without
<br />limitation, any so-called "products liability" or breach of express or implied warranty claims; or (vii)
<br />failure by Contractor to perform its obligations under this Agreement. Contractor shall r)t be
<br />relieved of the foregoing by claiming negligence of the Indemnified Parties. Contractor agt:~~s to
<br />timely advise Kmart of any claim, suit, action, proceeding, penalty, liability or demand. This Section
<br />6(a) shall survive the expiration, termination or revocation of this Agreement and the License
<br />granted hereunder.
<br />
<br />(b) During the Term, Contractor shall maintain the following tnsurance, issued by
<br />companies acceptable to Kmart:
<br />
<br />(i) commercial general liability insurance, written on an occurrence coverage form,
<br />covering at least the matters for which Contractor indemnifies the Indemnified Parties under
<br />Section 6(a), including, without limitation, Bodily Injury and Property Damage Liability, Products
<br />and Completed Operations Liability, Contractual Liability (including, without limitation, the
<br />indemnification obligation under Section 6(a) above), and Personal and Advertising Injury Liability,
<br />in the minimum amounts of $2,000,000 per occurrence; and
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<br />(ii) workers' compensation insurance to the extent required by the law of the State in
<br />which the Kmart Premises is located and to the extent necessary to protect Kmart, Kmart's landlord
<br />and the Promotional Area against workers' compensation claims.
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<br />(c) Each such insurance policy shall name the Indemnified Parties as additional insureds and
<br />provide that no change in coverage or cancellation shall occur without at least thirty (30) days prior
<br />written notice to the Indemnified Parties. Any deductible shall not exceed $10,000. Prior to
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