1022-00008 · Northgate Telecommunications PLC · Transaction Documents

exhibit-f-insurance-requirements.docx DOCUMENT M&A / Corporate

34 / 38 ← → ✕

EXHIBIT F

INSURANCE REQUIREMENTS

Exhibit F to the Master Services Agreement dated June 9, 2023 (the "Agreement") by and between Northgate Americas, Inc., a Delaware corporation ("Customer"), and Cedarpoint Systems Integration, Inc., a Delaware corporation ("Service Provider")

Capitalized terms used but not otherwise defined in this Exhibit F shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict between the terms of this Exhibit F and the body of the Agreement, the terms of this Exhibit F shall govern solely with respect to insurance requirements; in all other respects, the Agreement shall control.

1. General Insurance Obligations

1.1 Service Provider shall obtain and maintain, at its sole cost and expense, throughout the Term of the Agreement (including any renewal periods, extensions, or option periods exercised by Customer) and for a period of not less than three (3) years following the expiration or earlier termination of the Agreement (regardless of the reason for such termination), the insurance coverages described in this Exhibit F. The obligation to maintain insurance following expiration or termination shall survive any termination or expiration of the Agreement and shall not be subject to any limitation period shorter than the three-year tail period specified herein unless otherwise agreed in writing by Customer.

1.2 All insurance policies required under this Exhibit F shall be issued by insurance carriers that satisfy each of the following requirements:

(a) Such carrier shall be rated "A-" (Excellent) or better by A.M. Best Company (or an equivalent rating from a nationally recognized rating organization acceptable to Customer), with a financial size category of not less than "VII"; and

(b) Such carrier shall be licensed or otherwise authorized to do business in each jurisdiction in which the services under the Agreement are performed. As of the Effective Date, Service Provider acknowledges that services are performed in all twenty-eight (28) U.S. states and three (3) Canadian provinces in which Customer's three hundred forty (340) managed nodes are located. Service Provider shall ensure that coverage extends to all such jurisdictions and to any additional jurisdictions into which services may expand during the Term.

1.3 As of the Effective Date of the Agreement, Service Provider represents that its primary insurance coverages for cyber liability and technology errors and omissions are maintained through Braeburn Mutual Insurance Company, headquartered at 280 Farmington Avenue, Hartford, CT 06105 (the "Current Carrier"). Service Provider represents and warrants that the Current Carrier satisfies the rating and licensing requirements set forth in Section 1.2 above as of the Effective Date.

1.4 The insurance coverages and limits of liability required under this Exhibit F are minimum requirements only and shall not be construed to limit or reduce Service Provider's indemnification obligations or liability under the Agreement, including without limitation under Article XII (Indemnification) of the Agreement. The existence or absence of insurance shall not affect the scope or enforceability of any other provision of the Agreement. Service Provider shall be responsible for any losses, costs, damages, or expenses not covered by, or in excess of, the required insurance.

1.5 Service Provider shall bear all premiums, deductibles, self-insured retentions, and other costs associated with the procurement and maintenance of the insurance coverages required hereunder. In no event shall Customer be responsible for any portion of such costs, whether directly or indirectly, unless Customer exercises its right to procure replacement insurance on Service Provider's behalf pursuant to Section 10 of this Exhibit F.

2. Required Coverages

Service Provider shall procure and maintain the following insurance coverages with limits not less than those specified below. Where a coverage type may be provided through a combination of primary and excess or umbrella policies, the combined limits shall equal or exceed the minimums stated herein.

2.1 Cyber Liability Insurance

2.1.1 Service Provider shall maintain a comprehensive cyber liability insurance policy providing coverage for losses arising from, relating to, or in connection with network security failures, data breaches, unauthorized access to or use of computer systems or networks, theft or loss of data (whether in electronic or physical form), privacy liability, regulatory defense costs, notification costs (including costs arising under state, federal, and provincial breach notification statutes), crisis management expenses (including public relations and forensic investigation costs), business interruption, and related liabilities.

2.1.2 Minimum limits of liability shall be as follows:

2.1.3 The cyber liability policy shall cover both first-party losses incurred by Service Provider (including costs of forensic investigation, data restoration, notification, credit monitoring, and business interruption) and third-party claims brought against Service Provider or Customer arising from or relating to a security incident, data breach, or privacy violation.

2.1.4 Without limiting the generality of Section 2.1.1, the cyber liability policy shall expressly include coverage for each of the following:

(a) Personally identifiable information ("PII"), protected health information ("PHI"), and confidential data maintained, processed, transmitted, or stored by Service Provider on behalf of Customer, including data residing on or transiting through the ArcMesh platform, Customer's managed nodes, and any cloud-based environments used in the delivery of the services;

(b) Regulatory investigations, proceedings, fines, penalties, and assessments imposed by any governmental authority, including but not limited to investigations by state attorneys general, the Federal Trade Commission, the Office of the Privacy Commissioner of Canada, and any other data protection or privacy regulatory body with jurisdiction over Customer's operations;

(c) Payment card industry ("PCI") liability, including assessments, fines, penalties, and claims arising from non-compliance with PCI Data Security Standards (PCI-DSS) or from the compromise of payment card data in Service Provider's care, custody, or control;

(d) Multimedia and media liability, including claims for defamation, libel, slander, invasion of privacy, intellectual property infringement arising from electronic content, and related claims; and

(e) Cyber extortion and ransomware coverage, including payments, expenses, and losses incurred in connection with threats to release, corrupt, or destroy data, or to disrupt or disable computer systems, networks, or services managed by Service Provider under the Agreement.

2.2 Technology Errors & Omissions Insurance

2.2.1 Service Provider shall maintain a technology errors and omissions insurance policy providing coverage for claims arising from acts, errors, or omissions in the performance or failure to perform professional technology services and licensed technology under the Agreement, including but not limited to all services related to the ArcMesh platform (version 4.2) and any subsequent updates, patches, or version releases deployed during the Term.

2.2.2 Minimum limits of liability shall be as follows:

2.2.3 Without limiting the generality of Section 2.2.1, the technology errors and omissions policy shall include coverage for:

(a) Errors, omissions, negligent acts, or failures in the provision of managed network services, SD-WAN deployment and configuration, Network Operations Center ("NOC") monitoring (including 24/7/365 monitoring obligations), cybersecurity monitoring and incident response, and all other professional services described in the Agreement and its Exhibits (including, without limitation, Exhibit A (Statement of Work), Exhibit B (Service Level Agreement), and Exhibit C (Pricing Schedule));

(b) intellectual property infringement claims, including but not limited to claims of patent infringement, copyright infringement, trade secret misappropriation, and trademark infringement arising from or relating to the ArcMesh platform, any deliverables produced by Service Provider, or any tools, methodologies, or technologies used by Service Provider in performing the services;

(c) Failure to meet service levels as specified in Exhibit B (Service Level Agreement), including claims arising from system downtime, degraded performance, missed response times, and failure to achieve agreed-upon performance metrics; and

(d) Loss of, damage to, or corruption of Customer data in Service Provider's care, custody, or control, including data lost during transmission, storage, processing, or migration activities performed under the Agreement.

2.3 Commercial General Liability Insurance

2.3.1 Service Provider shall maintain commercial general liability ("CGL") insurance written on an Quillon Group ("ISO") occurrence form (CG 00 01 or equivalent) providing coverage for bodily injury, personal injury, and property damage liability arising out of or in connection with Service Provider's operations, products, and services under the Agreement.

2.3.2 Minimum limits of liability shall be as follows:

2.3.3 The commercial general liability policy shall include each of the following coverages:

(a) Premises and operations coverage, including coverage for liability arising from the use of Service Provider's facilities, Customer's facilities, and any third-party locations where services are performed;

(b) Products and completed operations coverage, maintained for a period of not less than three (3) years following the completion of services under the Agreement;

(c) Blanket contractual liability coverage, specifically including coverage for Service Provider's indemnification obligations under Article XII (Indemnification) of the Agreement and any other contractual liability assumed by Service Provider under the Agreement;

(d) Personal and advertising injury coverage, including coverage for claims of libel, slander, defamation, wrongful eviction, wrongful detention, malicious prosecution, and infringement of copyright, trade dress, or slogan in Service Provider's advertisements; and

(e) Coverage for bodily injury or property damage caused by Service Provider's personnel (including employees, agents, and subcontractors) while present on Customer's premises, consistent with Article XII (Indemnification), Section 12.2(c) of the Agreement. Such coverage shall extend to all Customer facilities, data centers, and co-location sites to which Service Provider's personnel may have access during the Term.

2.4 Workers' Compensation and Employers' Liability Insurance

2.4.1 Service Provider shall maintain workers' compensation insurance in compliance with all applicable statutory requirements in each jurisdiction (including each U.S. state and Canadian province) where Service Provider's employees perform services under the Agreement. Such coverage shall include statutory benefits as required by the workers' compensation laws of each applicable jurisdiction.

2.4.2 Service Provider shall also maintain employers' liability insurance with minimum limits of liability as follows:

2.4.3 If Service Provider is exempt from mandatory workers' compensation requirements in any jurisdiction, Service Provider shall so certify in writing to Customer and shall provide evidence of equivalent coverage or financial capacity to respond to workplace injury claims in such jurisdiction.

2.5 Umbrella / Excess Liability Insurance

2.5.1 Service Provider shall maintain an umbrella or excess liability insurance policy providing additional limits of coverage above the primary commercial general liability, employers' liability, and automobile liability policies required under this Exhibit F.

2.5.2 The umbrella or excess liability policy shall provide a minimum combined single limit of $10,000,000 per occurrence and in the aggregate.

2.5.3 The umbrella or excess liability policy shall follow the form of the underlying primary coverages and shall not contain any exclusions, conditions, or limitations that are more restrictive than those contained in the underlying primary policies. The policy shall "drop down" to provide primary coverage in the event any underlying primary policy aggregate is exhausted.

2.6 Automobile Liability Insurance

2.6.1 Service Provider shall maintain automobile liability insurance covering owned, hired, and non-owned automobiles used in connection with the performance of services under the Agreement. Coverage shall extend to all vehicles used by Service Provider's employees, agents, or subcontractors in the course of performing the services, including vehicles used for travel to and from Customer sites, data centers, and co-location facilities.

2.6.2 The automobile liability policy shall provide a combined single limit of not less than $1,000,000 per accident for bodily injury and property damage.

3. Policy Requirements

3.1 Additional Insured

3.1.1 Customer and its parent company, Northgate Telecommunications PLC, together with their respective affiliates, subsidiaries, officers, directors, employees, and agents, shall be named as additional insureds on each of the following policies maintained by Service Provider:

(a) Commercial general liability insurance (Section 2.3);

(b) Umbrella/excess liability insurance (Section 2.5);

(d) Technology errors and omissions insurance (Section 2.2).

3.1.2 Additional insured status shall apply on a primary and non-contributory basis with respect to all claims arising out of or relating to Service Provider's performance of services, obligations, or activities under the Agreement. Service Provider's insurance shall be primary and non-contributory with respect to any other insurance or self-insurance programs maintained by Customer, Northgate Telecommunications PLC, or any of their affiliates, and shall not seek contribution from any such insurance or self-insurance, regardless of whether such other insurance or self-insurance is primary, excess, contingent, or otherwise.

3.1.3 The additional insured endorsement shall be at least as broad as ISO Form CG 20 10 (or its equivalent for non-CGL policies) and shall not be limited to vicarious liability or liability arising solely from Service Provider's ongoing operations. Additional insured coverage shall extend to completed operations for a period of not less than three (3) years following the completion of services.

3.2 Waiver of Subrogation

3.2.1 Service Provider shall cause its insurers to waive all rights of subrogation against Customer, Northgate Telecommunications PLC, and their respective affiliates, subsidiaries, officers, directors, employees, agents, and representatives with respect to any and all losses, claims, damages, or expenses covered (or that would have been covered but for the application of a deductible or self-insured retention) by the insurance required under this Exhibit F.

3.2.2 Service Provider shall obtain and maintain waiver of subrogation endorsements on all required insurance policies throughout the Term and the applicable tail period. Such endorsements shall be evidenced on the certificates of insurance delivered to Customer pursuant to Section 4.

3.3 Deductibles and Self-Insured Retentions

3.3.1 Any deductibles or self-insured retentions ("SIRs") applicable to the insurance coverages required under this Exhibit F shall be the sole financial responsibility of Service Provider. In no event shall a deductible or SIR relieve Service Provider of its obligations to pay or otherwise satisfy claims, judgments, settlements, or losses within the applicable deductible or SIR amount.

3.3.2 Service Provider shall notify Customer in writing if any deductible or self-insured retention applicable to any required insurance policy exceeds Five Hundred Thousand Dollars ($500,000). Upon Customer's written request, Service Provider shall provide evidence of financial capacity sufficient to satisfy such deductible or SIR, which evidence may include audited financial statements, letters of credit, surety bonds, or other instruments reasonably acceptable to Customer.

3.3.3 Deductibles and self-insured retentions shall not reduce or limit the coverage or limits of liability available to Customer, Northgate Telecommunications PLC, or any other additional insured under Service Provider's policies. Service Provider shall satisfy any applicable deductible or SIR in a timely manner so as not to delay the payment of claims or the provision of a defense to any additional insured.

3.4 Claims-Made Policies

3.4.1 Service Provider acknowledges that certain of the insurance coverages required under this Exhibit F, including without limitation the cyber liability insurance (Section 2.1) and the technology errors and omissions insurance (Section 2.2), may be written on a claims-made basis rather than an occurrence basis. If any required insurance is written on a claims-made basis, Service Provider shall comply with each of the following requirements:

(a) Service Provider shall maintain continuous, uninterrupted claims-made coverage with a retroactive date that is no later than the Effective Date of the Agreement (June 9, 2023). Service Provider shall not advance or change the retroactive date without the prior written consent of Customer; and

(b) Upon expiration or earlier termination of the Agreement (regardless of the reason for such termination), Service Provider shall either (i) maintain claims-made coverage with the same retroactive date for a period of not less than three (3) years following the effective date of expiration or termination, or (ii) purchase an extended reporting period endorsement (commonly referred to as a "tail" policy) providing coverage for a period of not less than three (3) years following the effective date of expiration or termination. In either case, the retroactive date of such continuing coverage or tail policy shall be no later than June 9, 2023.

3.4.2 Any tail coverage or extended reporting period purchased by Service Provider pursuant to Section 3.4.1(b) shall provide limits of liability no less than the minimum limits specified in Section 2 of this Exhibit F for the applicable coverage type.

3.4.3 The cost of maintaining claims-made coverage or purchasing tail coverage following expiration or termination of the Agreement shall be borne solely by Service Provider and shall not be charged to Customer as a pass-through expense or otherwise.

4. Certificates of Insurance

4.1 Initial Delivery

4.1.1 Service Provider shall deliver to Customer certificates of insurance evidencing all insurance coverages required under this Exhibit F no later than five (5) business days following the execution of the Agreement (i.e., no later than June 16, 2023). Service Provider shall not commence performance of any services under the Agreement until compliant certificates of insurance have been delivered to and accepted by Customer.

4.1.2 Each certificate of insurance shall identify the Agreement by name (Master Services Agreement dated June 9, 2023) and date, and shall reference any matter number, contract identification number, or other reference information as reasonably requested by Customer from time to time.

4.1.3 Certificates of insurance shall be issued by Braeburn Mutual Insurance Company (or such other qualifying carrier as may be approved in accordance with this Exhibit F) and delivered to Customer at the following address:

Northgate Americas, Inc.

Attn: VP of Procurement, North America (Deirdre Kwan)

1700 Market Street, Suite 2400 Philadelphia, PA 19103

With a copy to:

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

Attn: Colette Whitman

4.1.4 Service Provider may deliver certificates of insurance by electronic mail to such e-mail addresses as Customer may designate in writing, provided that hard copies are delivered by U.S. mail or nationally recognized overnight courier within five (5) business days thereafter.

4.2 Annual Renewal

4.2.1 Service Provider shall provide updated certificates of insurance to Customer at least thirty (30) days prior to the expiration of any required insurance policy. Service Provider shall also provide updated certificates promptly upon any renewal, replacement, or material change of coverage during the Term.

4.2.2 Customer may request updated certificates of insurance at any time during the Term, and Service Provider shall deliver such updated certificates within ten (10) business days of receiving Customer's written request. Customer's right to request updated certificates shall not be limited in frequency.

4.3 Certificate Content

4.3.1 Each certificate of insurance delivered to Customer pursuant to this Section 4 shall contain or reflect the following information:

(a) Identification of all required coverages, including the type of coverage, policy number, effective dates, and applicable limits of liability;

(b) Identification of applicable deductibles and self-insured retentions for each coverage;

(c) Confirmation that Customer (Northgate Americas, Inc.) and its parent company (Northgate Telecommunications PLC), together with their respective affiliates, subsidiaries, officers, directors, employees, and agents, have been named as additional insureds on all policies for which additional insured status is required under Section 3.1;

(d) Confirmation that waiver of subrogation endorsements have been obtained in favor of Customer and its parent, affiliates, and related parties as required under Section 3.2;

(e) Confirmation that Service Provider's insurance is primary and non-contributory with respect to any insurance maintained by Customer, as required under Section 3.1.2; and

(f) The certificate holder information for Northgate Americas, Inc., including the address specified in Section 4.1.3.

5. Notice of Cancellation, Non-Renewal, or Material Change

5.1 Service Provider shall require its insurers to provide not less than thirty (30) days' prior written notice to Customer of any cancellation, non-renewal, or material reduction in coverage of any insurance policy required under this Exhibit F. In the case of cancellation for non-payment of premium, Service Provider shall require its insurers to provide not less than ten (10) days' prior written notice to Customer.

5.2 Independent of the insurer notification obligation set forth in Section 5.1, Service Provider shall immediately notify Customer in writing (and in no event later than two (2) business days after Service Provider becomes aware) of any cancellation, non-renewal, lapse, or material change in any insurance policy required under this Exhibit F, including without limitation any reduction in limits, increase in deductibles or self-insured retentions, addition of exclusions, or change of carrier.

5.3 In the event of any cancellation, non-renewal, or material reduction in coverage of any required insurance policy, Service Provider shall obtain replacement coverage that meets or exceeds the requirements of this Exhibit F before the effective date of such cancellation, non-renewal, or reduction. Service Provider shall promptly deliver to Customer a certificate of insurance evidencing such replacement coverage.

5.4 Failure to maintain required insurance coverages in accordance with this Exhibit F shall constitute a material breach of the Agreement, entitling Customer to exercise any and all remedies available under the Agreement (including termination for material breach under Article XV (Termination) of the Agreement) and at law or in equity, without the requirement of providing a cure period, unless Customer in its sole discretion elects to provide such a cure period.

6. No Limitation on Liability

6.1 The insurance requirements set forth in this Exhibit F shall not be construed as, and shall not operate as:

(a) Limiting Service Provider's indemnification obligations under Article XII (Indemnification) of the Agreement, including without limitation Service Provider's aggregate indemnification cap of two hundred percent (200%) of aggregate fees paid during the trailing twelve (12) month period prior to the event giving rise to the indemnification obligation, and including Service Provider's uncapped liability for intellectual property infringement, willful misconduct, data breach, and confidentiality breach as set forth in the Agreement;

(b) Limiting or qualifying any other liability that Service Provider may have under the Agreement or at law or in equity, whether arising in contract, tort, strict liability, or otherwise; or

(c) Limiting Customer's right to pursue any remedy available under the Agreement, including without limitation remedies for breach, termination rights, service level credits, and equitable relief.

6.2 Cedarpoint Systems Integration, Inc.'s maintenance of insurance at or above the minimum levels required by this Exhibit F does not relieve Cedarpoint of responsibility for any uninsured or underinsured losses, claims, damages, costs, or expenses. Service Provider acknowledges that the insurance requirements set forth herein represent minimum acceptable coverage levels established for Customer's protection and do not constitute a representation or warranty by Customer that such levels are adequate to protect Service Provider's interests or to satisfy Service Provider's total potential liability under the Agreement.

7. Subcontractor Insurance

7.1 Service Provider shall require all subcontractors, sub-processors, and independent contractors performing services under the Agreement (or any portion thereof) to maintain insurance coverages consistent with the requirements of this Exhibit F, with limits appropriate to the scope and nature of the subcontracted services. In no event shall the limits maintained by any subcontractor be less than the minimum limits specified in Section 2 of this Exhibit F, unless Customer has provided its prior written consent to reduced limits for a specific subcontractor.

7.2 Service Provider shall require each subcontractor performing services under the Agreement to name Customer (Northgate Americas, Inc.) and its parent company (Northgate Telecommunications PLC), together with their respective affiliates, subsidiaries, officers, directors, employees, and agents, as additional insureds on such subcontractor's commercial general liability and umbrella/excess liability insurance policies. Such additional insured status shall apply on a primary and non-contributory basis consistent with Section 3.1 of this Exhibit F.

7.3 Service Provider shall obtain and maintain certificates of insurance from each subcontractor evidencing compliance with the requirements of this Section 7, and shall make such certificates available to Customer upon request. Service Provider shall not permit any subcontractor to commence performance of services under the Agreement until Service Provider has obtained a compliant certificate of insurance from such subcontractor.

7.4 Service Provider shall remain fully liable for the acts, errors, omissions, negligence, and willful misconduct of its subcontractors regardless of the existence, adequacy, or applicability of such subcontractors' insurance coverage. The insurance maintained by Service Provider's subcontractors shall not relieve Service Provider of any obligation or liability under the Agreement or this Exhibit F.

8. Right to Review

8.1 Customer shall have the right, upon reasonable prior written notice to Service Provider (which notice shall not be required to exceed ten (10) business days), to review complete copies of all insurance policies (including all endorsements, exclusions, riders, and amendments) required under this Exhibit F. Certificates of insurance, while required to be delivered as set forth in Section 4, shall not be a substitute for Customer's right to review the underlying policies.

8.2 Service Provider shall make the requested insurance policies available for Customer's inspection within fifteen (15) business days of Customer's written request. Service Provider may redact premium amounts and other commercially sensitive pricing information from the policies provided to Customer, but shall not redact any coverage terms, conditions, exclusions, limits, deductibles, self-insured retentions, or endorsements.

8.3 Customer's review of, or failure to review, Service Provider's insurance policies shall not relieve Service Provider of its obligations under this Exhibit F or constitute a waiver of any of Customer's rights hereunder. Customer's acceptance of or failure to object to any certificate of insurance or insurance policy shall not be construed as approval of any non-conforming coverage and shall not estop Customer from later asserting that Service Provider has failed to comply with the requirements of this Exhibit F.

9. Current Carrier Information

9.1 As of the Effective Date (June 9, 2023), Service Provider represents that its insurance coverages required under this Exhibit F are maintained through the following carriers:

9.2 Service Provider shall not change its insurance carrier for any required coverage without providing Customer at least thirty (30) days' prior written notice. Any replacement carrier must satisfy the rating and licensing requirements set forth in Section 1.2 of this Exhibit F. Service Provider shall deliver to Customer updated certificates of insurance reflecting the new carrier prior to the effective date of any such change.

10. Remedies for Non-Compliance

10.1 If Service Provider fails to obtain, maintain, or provide evidence of any insurance coverage required under this Exhibit F, Customer may, in addition to and without waiver of any other remedies available under the Agreement or at law or in equity, exercise any one or more of the following remedies:

(a) Procurement of Insurance. Customer may procure such insurance on Service Provider's behalf and deduct the cost thereof (including premiums, broker fees, and administrative expenses) from amounts otherwise payable to Service Provider under the Agreement. Service Provider hereby authorizes Customer to obtain such insurance and agrees that any amounts so deducted shall not reduce Service Provider's obligations to make any payments otherwise due under the Agreement;

(b) Suspension of Performance. Customer may suspend performance of the Agreement, in whole or in part, until Service Provider obtains and provides evidence of compliant insurance coverage. During any period of suspension, Service Provider shall remain bound by all obligations under the Agreement (including service level commitments), and Customer shall not be liable for any fees, costs, or damages arising from such suspension; or

(c) Termination for Material Breach. Customer may terminate the Agreement for material breach in accordance with Article XV (Termination) of the Agreement, without the requirement of providing a cure period for such breach, unless Customer in its sole discretion elects to provide such a cure period.

10.2 Service Provider shall promptly reimburse Customer for any and all costs incurred by Customer in procuring replacement insurance under Section 10.1(a), including without limitation premiums, broker fees, legal fees, and administrative expenses. Such reimbursement obligation shall survive any expiration or termination of the Agreement.

10.3 The remedies set forth in this Section 10 are cumulative and are in addition to, and not in lieu of, any other remedies available to Customer under the Agreement, at law, or in equity.

[Remainder of this page intentionally left blank. Signature page follows.]

ACKNOWLEDGMENT AND AGREEMENT

This Exhibit F is incorporated into and made a part of the Master Services Agreement dated June 9, 2023, by and between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. Each Party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions set forth in this Exhibit F.

IN WITNESS WHEREOF, the Parties have caused this Exhibit F to be executed by their duly authorized representatives as of the date set forth below.

NORTHGATE AMERICAS, INC.

By: ________

Name: Warren Liang

Title: President

Date: June 9, 2023

CEDARPOINT SYSTEMS INTEGRATION, INC.

By: ________

Name: Rajiv Sundaram

Title: Chief Executive Officer

Date: June 9, 2023

Coverage Element	Minimum Limit
Per Occurrence	$25,000,000
Annual Aggregate	$50,000,000
Coverage Element	Minimum Limit
Per Occurrence	$20,000,000
Annual Aggregate	$40,000,000
Coverage Element	Minimum Limit
Per Occurrence	$5,000,000
General Aggregate	$10,000,000
Coverage Element	Minimum Limit
Each Accident	$1,000,000
Disease — Policy Limit	$1,000,000
Disease — Each Employee	$1,000,000
Coverage Type	Insurance Carrier	Address
Cyber Liability	Braeburn Mutual Insurance Company	280 Farmington Avenue, Hartford, CT 06105
Technology Errors & Omissions	Braeburn Mutual Insurance Company	280 Farmington Avenue, Hartford, CT 06105
Commercial General Liability	Braeburn Mutual Insurance Company	280 Farmington Avenue, Hartford, CT 06105
Workers' Compensation / Employers' Liability	Braeburn Mutual Insurance Company	280 Farmington Avenue, Hartford, CT 06105
Umbrella / Excess Liability	Braeburn Mutual Insurance Company	280 Farmington Avenue, Hartford, CT 06105
Automobile Liability	Braeburn Mutual Insurance Company	280 Farmington Avenue, Hartford, CT 06105

EXHIBIT F
INSURANCE REQUIREMENTS
Exhibit F to the Master Services Agreement dated June 9, 2023 (the "Agreement") by and between Northgate Americas, Inc., a Delaware corporation ("Customer"), and Cedarpoint Systems Integration, Inc., a Delaware corporation ("Service Provider")
Capitalized terms used but not otherwise defined in this Exhibit F shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict between the terms of this Exhibit F and the body of the Agreement, the terms of this Exhibit F shall govern solely with respect to insurance requirements; in all other respects, the Agreement shall control.
1. General Insurance Obligations
1.1 Service Provider shall obtain and maintain, at its sole cost and expense, throughout the Term of the Agreement (including any renewal periods, extensions, or option periods exercised by Customer) and for a period of not less than three (3) years following the expiration or earlier termination of the Agreement (regardless of the reason for such termination), the insurance coverages described in this Exhibit F. The obligation to maintain insurance following expiration or termination shall survive any termination or expiration of the Agreement and shall not be subject to any limitation period shorter than the three-year tail period specified herein unless otherwise agreed in writing by Customer.
1.2 All insurance policies required under this Exhibit F shall be issued by insurance carriers that satisfy each of the following requirements:
(a) Such carrier shall be rated "A-" (Excellent) or better by A.M. Best Company (or an equivalent rating from a nationally recognized rating organization acceptable to Customer), with a financial size category of not less than "VII"; and
(b) Such carrier shall be licensed or otherwise authorized to do business in each jurisdiction in which the services under the Agreement are performed. As of the Effective Date, Service Provider acknowledges that services are performed in all twenty-eight (28) U.S. states and three (3) Canadian provinces in which Customer's three hundred forty (340) managed nodes are located. Service Provider shall ensure that coverage extends to all such jurisdictions and to any additional jurisdictions into which services may expand during the Term.
1.3 As of the Effective Date of the Agreement, Service Provider represents that its primary insurance coverages for cyber liability and technology errors and omissions are maintained through Braeburn Mutual Insurance Company, headquartered at 280 Farmington Avenue, Hartford, CT 06105 (the "Current Carrier"). Service Provider represents and warrants that the Current Carrier satisfies the rating and licensing requirements set forth in Section 1.2 above as of the Effective Date.
1.4 The insurance coverages and limits of liability required under this Exhibit F are minimum requirements only and shall not be construed to limit or reduce Service Provider's indemnification obligations or liability under the Agreement, including without limitation under Article XII (Indemnification) of the Agreement. The existence or absence of insurance shall not affect the scope or enforceability of any other provision of the Agreement. Service Provider shall be responsible for any losses, costs, damages, or expenses not covered by, or in excess of, the required insurance.
1.5 Service Provider shall bear all premiums, deductibles, self-insured retentions, and other costs associated with the procurement and maintenance of the insurance coverages required hereunder. In no event shall Customer be responsible for any portion of such costs, whether directly or indirectly, unless Customer exercises its right to procure replacement insurance on Service Provider's behalf pursuant to Section 10 of this Exhibit F.
2. Required Coverages
Service Provider shall procure and maintain the following insurance coverages with limits not less than those specified below. Where a coverage type may be provided through a combination of primary and excess or umbrella policies, the combined limits shall equal or exceed the minimums stated herein.
2.1 Cyber Liability Insurance
2.1.1 Service Provider shall maintain a comprehensive cyber liability insurance policy providing coverage for losses arising from, relating to, or in connection with network security failures, data breaches, unauthorized access to or use of computer systems or networks, theft or loss of data (whether in electronic or physical form), privacy liability, regulatory defense costs, notification costs (including costs arising under state, federal, and provincial breach notification statutes), crisis management expenses (including public relations and forensic investigation costs), business interruption, and related liabilities.
2.1.2 Minimum limits of liability shall be as follows:
2.1.3 The cyber liability policy shall cover both first-party losses incurred by Service Provider (including costs of forensic investigation, data restoration, notification, credit monitoring, and business interruption) and third-party claims brought against Service Provider or Customer arising from or relating to a security incident, data breach, or privacy violation.
2.1.4 Without limiting the generality of Section 2.1.1, the cyber liability policy shall expressly include coverage for each of the following:
(a) Personally identifiable information ("PII"), protected health information ("PHI"), and confidential data maintained, processed, transmitted, or stored by Service Provider on behalf of Customer, including data residing on or transiting through the ArcMesh platform, Customer's managed nodes, and any cloud-based environments used in the delivery of the services;
(b) Regulatory investigations, proceedings, fines, penalties, and assessments imposed by any governmental authority, including but not limited to investigations by state attorneys general, the Federal Trade Commission, the Office of the Privacy Commissioner of Canada, and any other data protection or privacy regulatory body with jurisdiction over Customer's operations;
(c) Payment card industry ("PCI") liability, including assessments, fines, penalties, and claims arising from non-compliance with PCI Data Security Standards (PCI-DSS) or from the compromise of payment card data in Service Provider's care, custody, or control;
(d) Multimedia and media liability, including claims for defamation, libel, slander, invasion of privacy, intellectual property infringement arising from electronic content, and related claims; and
(e) Cyber extortion and ransomware coverage, including payments, expenses, and losses incurred in connection with threats to release, corrupt, or destroy data, or to disrupt or disable computer systems, networks, or services managed by Service Provider under the Agreement.
2.2 Technology Errors & Omissions Insurance
2.2.1 Service Provider shall maintain a technology errors and omissions insurance policy providing coverage for claims arising from acts, errors, or omissions in the performance or failure to perform professional technology services and licensed technology under the Agreement, including but not limited to all services related to the ArcMesh platform (version 4.2) and any subsequent updates, patches, or version releases deployed during the Term.
2.2.2 Minimum limits of liability shall be as follows:
2.2.3 Without limiting the generality of Section 2.2.1, the technology errors and omissions policy shall include coverage for:
(a) Errors, omissions, negligent acts, or failures in the provision of managed network services, SD-WAN deployment and configuration, Network Operations Center ("NOC") monitoring (including 24/7/365 monitoring obligations), cybersecurity monitoring and incident response, and all other professional services described in the Agreement and its Exhibits (including, without limitation, Exhibit A (Statement of Work), Exhibit B (Service Level Agreement), and Exhibit C (Pricing Schedule));
(b) intellectual property infringement claims, including but not limited to claims of patent infringement, copyright infringement, trade secret misappropriation, and trademark infringement arising from or relating to the ArcMesh platform, any deliverables produced by Service Provider, or any tools, methodologies, or technologies used by Service Provider in performing the services;
(c) Failure to meet service levels as specified in Exhibit B (Service Level Agreement), including claims arising from system downtime, degraded performance, missed response times, and failure to achieve agreed-upon performance metrics; and
(d) Loss of, damage to, or corruption of Customer data in Service Provider's care, custody, or control, including data lost during transmission, storage, processing, or migration activities performed under the Agreement.
2.3 Commercial General Liability Insurance
2.3.1 Service Provider shall maintain commercial general liability ("CGL") insurance written on an Quillon Group ("ISO") occurrence form (CG 00 01 or equivalent) providing coverage for bodily injury, personal injury, and property damage liability arising out of or in connection with Service Provider's operations, products, and services under the Agreement.
2.3.2 Minimum limits of liability shall be as follows:
2.3.3 The commercial general liability policy shall include each of the following coverages:
(a) Premises and operations coverage, including coverage for liability arising from the use of Service Provider's facilities, Customer's facilities, and any third-party locations where services are performed;
(b) Products and completed operations coverage, maintained for a period of not less than three (3) years following the completion of services under the Agreement;
(c) Blanket contractual liability coverage, specifically including coverage for Service Provider's indemnification obligations under Article XII (Indemnification) of the Agreement and any other contractual liability assumed by Service Provider under the Agreement;
(d) Personal and advertising injury coverage, including coverage for claims of libel, slander, defamation, wrongful eviction, wrongful detention, malicious prosecution, and infringement of copyright, trade dress, or slogan in Service Provider's advertisements; and
(e) Coverage for bodily injury or property damage caused by Service Provider's personnel (including employees, agents, and subcontractors) while present on Customer's premises, consistent with Article XII (Indemnification), Section 12.2(c) of the Agreement. Such coverage shall extend to all Customer facilities, data centers, and co-location sites to which Service Provider's personnel may have access during the Term.
2.4 Workers' Compensation and Employers' Liability Insurance
2.4.1 Service Provider shall maintain workers' compensation insurance in compliance with all applicable statutory requirements in each jurisdiction (including each U.S. state and Canadian province) where Service Provider's employees perform services under the Agreement. Such coverage shall include statutory benefits as required by the workers' compensation laws of each applicable jurisdiction.
2.4.2 Service Provider shall also maintain employers' liability insurance with minimum limits of liability as follows:
2.4.3 If Service Provider is exempt from mandatory workers' compensation requirements in any jurisdiction, Service Provider shall so certify in writing to Customer and shall provide evidence of equivalent coverage or financial capacity to respond to workplace injury claims in such jurisdiction.
2.5 Umbrella / Excess Liability Insurance
2.5.1 Service Provider shall maintain an umbrella or excess liability insurance policy providing additional limits of coverage above the primary commercial general liability, employers' liability, and automobile liability policies required under this Exhibit F.
2.5.2 The umbrella or excess liability policy shall provide a minimum combined single limit of $10,000,000 per occurrence and in the aggregate.
2.5.3 The umbrella or excess liability policy shall follow the form of the underlying primary coverages and shall not contain any exclusions, conditions, or limitations that are more restrictive than those contained in the underlying primary policies. The policy shall "drop down" to provide primary coverage in the event any underlying primary policy aggregate is exhausted.
2.6 Automobile Liability Insurance
2.6.1 Service Provider shall maintain automobile liability insurance covering owned, hired, and non-owned automobiles used in connection with the performance of services under the Agreement. Coverage shall extend to all vehicles used by Service Provider's employees, agents, or subcontractors in the course of performing the services, including vehicles used for travel to and from Customer sites, data centers, and co-location facilities.
2.6.2 The automobile liability policy shall provide a combined single limit of not less than $1,000,000 per accident for bodily injury and property damage.
3. Policy Requirements
3.1 Additional Insured
3.1.1 Customer and its parent company, Northgate Telecommunications PLC, together with their respective affiliates, subsidiaries, officers, directors, employees, and agents, shall be named as additional insureds on each of the following policies maintained by Service Provider:
(a) Commercial general liability insurance (Section 2.3);
(b) Umbrella/excess liability insurance (Section 2.5);
(c) Cyber liability insurance (Section 2.1); and
(d) Technology errors and omissions insurance (Section 2.2).
3.1.2 Additional insured status shall apply on a primary and non-contributory basis with respect to all claims arising out of or relating to Service Provider's performance of services, obligations, or activities under the Agreement. Service Provider's insurance shall be primary and non-contributory with respect to any other insurance or self-insurance programs maintained by Customer, Northgate Telecommunications PLC, or any of their affiliates, and shall not seek contribution from any such insurance or self-insurance, regardless of whether such other insurance or self-insurance is primary, excess, contingent, or otherwise.
3.1.3 The additional insured endorsement shall be at least as broad as ISO Form CG 20 10 (or its equivalent for non-CGL policies) and shall not be limited to vicarious liability or liability arising solely from Service Provider's ongoing operations. Additional insured coverage shall extend to completed operations for a period of not less than three (3) years following the completion of services.
3.2 Waiver of Subrogation
3.2.1 Service Provider shall cause its insurers to waive all rights of subrogation against Customer, Northgate Telecommunications PLC, and their respective affiliates, subsidiaries, officers, directors, employees, agents, and representatives with respect to any and all losses, claims, damages, or expenses covered (or that would have been covered but for the application of a deductible or self-insured retention) by the insurance required under this Exhibit F.
3.2.2 Service Provider shall obtain and maintain waiver of subrogation endorsements on all required insurance policies throughout the Term and the applicable tail period. Such endorsements shall be evidenced on the certificates of insurance delivered to Customer pursuant to Section 4.
3.3 Deductibles and Self-Insured Retentions
3.3.1 Any deductibles or self-insured retentions ("SIRs") applicable to the insurance coverages required under this Exhibit F shall be the sole financial responsibility of Service Provider. In no event shall a deductible or SIR relieve Service Provider of its obligations to pay or otherwise satisfy claims, judgments, settlements, or losses within the applicable deductible or SIR amount.
3.3.2 Service Provider shall notify Customer in writing if any deductible or self-insured retention applicable to any required insurance policy exceeds Five Hundred Thousand Dollars ($500,000). Upon Customer's written request, Service Provider shall provide evidence of financial capacity sufficient to satisfy such deductible or SIR, which evidence may include audited financial statements, letters of credit, surety bonds, or other instruments reasonably acceptable to Customer.
3.3.3 Deductibles and self-insured retentions shall not reduce or limit the coverage or limits of liability available to Customer, Northgate Telecommunications PLC, or any other additional insured under Service Provider's policies. Service Provider shall satisfy any applicable deductible or SIR in a timely manner so as not to delay the payment of claims or the provision of a defense to any additional insured.
3.4 Claims-Made Policies
3.4.1 Service Provider acknowledges that certain of the insurance coverages required under this Exhibit F, including without limitation the cyber liability insurance (Section 2.1) and the technology errors and omissions insurance (Section 2.2), may be written on a claims-made basis rather than an occurrence basis. If any required insurance is written on a claims-made basis, Service Provider shall comply with each of the following requirements:
(a) Service Provider shall maintain continuous, uninterrupted claims-made coverage with a retroactive date that is no later than the Effective Date of the Agreement (June 9, 2023). Service Provider shall not advance or change the retroactive date without the prior written consent of Customer; and
(b) Upon expiration or earlier termination of the Agreement (regardless of the reason for such termination), Service Provider shall either (i) maintain claims-made coverage with the same retroactive date for a period of not less than three (3) years following the effective date of expiration or termination, or (ii) purchase an extended reporting period endorsement (commonly referred to as a "tail" policy) providing coverage for a period of not less than three (3) years following the effective date of expiration or termination. In either case, the retroactive date of such continuing coverage or tail policy shall be no later than June 9, 2023.
3.4.2 Any tail coverage or extended reporting period purchased by Service Provider pursuant to Section 3.4.1(b) shall provide limits of liability no less than the minimum limits specified in Section 2 of this Exhibit F for the applicable coverage type.
3.4.3 The cost of maintaining claims-made coverage or purchasing tail coverage following expiration or termination of the Agreement shall be borne solely by Service Provider and shall not be charged to Customer as a pass-through expense or otherwise.
4. Certificates of Insurance
4.1 Initial Delivery
4.1.1 Service Provider shall deliver to Customer certificates of insurance evidencing all insurance coverages required under this Exhibit F no later than five (5) business days following the execution of the Agreement (i.e., no later than June 16, 2023). Service Provider shall not commence performance of any services under the Agreement until compliant certificates of insurance have been delivered to and accepted by Customer.
4.1.2 Each certificate of insurance shall identify the Agreement by name (Master Services Agreement dated June 9, 2023) and date, and shall reference any matter number, contract identification number, or other reference information as reasonably requested by Customer from time to time.
4.1.3 Certificates of insurance shall be issued by Braeburn Mutual Insurance Company (or such other qualifying carrier as may be approved in accordance with this Exhibit F) and delivered to Customer at the following address:
Northgate Americas, Inc.
Attn: VP of Procurement, North America (Deirdre Kwan)
1700 Market Street, Suite 2400 Philadelphia, PA 19103
With a copy to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attn: Colette Whitman
4.1.4 Service Provider may deliver certificates of insurance by electronic mail to such e-mail addresses as Customer may designate in writing, provided that hard copies are delivered by U.S. mail or nationally recognized overnight courier within five (5) business days thereafter.
4.2 Annual Renewal
4.2.1 Service Provider shall provide updated certificates of insurance to Customer at least thirty (30) days prior to the expiration of any required insurance policy. Service Provider shall also provide updated certificates promptly upon any renewal, replacement, or material change of coverage during the Term.
4.2.2 Customer may request updated certificates of insurance at any time during the Term, and Service Provider shall deliver such updated certificates within ten (10) business days of receiving Customer's written request. Customer's right to request updated certificates shall not be limited in frequency.
4.3 Certificate Content
4.3.1 Each certificate of insurance delivered to Customer pursuant to this Section 4 shall contain or reflect the following information:
(a) Identification of all required coverages, including the type of coverage, policy number, effective dates, and applicable limits of liability;
(b) Identification of applicable deductibles and self-insured retentions for each coverage;
(c) Confirmation that Customer (Northgate Americas, Inc.) and its parent company (Northgate Telecommunications PLC), together with their respective affiliates, subsidiaries, officers, directors, employees, and agents, have been named as additional insureds on all policies for which additional insured status is required under Section 3.1;
(d) Confirmation that waiver of subrogation endorsements have been obtained in favor of Customer and its parent, affiliates, and related parties as required under Section 3.2;
(e) Confirmation that Service Provider's insurance is primary and non-contributory with respect to any insurance maintained by Customer, as required under Section 3.1.2; and
(f) The certificate holder information for Northgate Americas, Inc., including the address specified in Section 4.1.3.
5. Notice of Cancellation, Non-Renewal, or Material Change
5.1 Service Provider shall require its insurers to provide not less than thirty (30) days' prior written notice to Customer of any cancellation, non-renewal, or material reduction in coverage of any insurance policy required under this Exhibit F. In the case of cancellation for non-payment of premium, Service Provider shall require its insurers to provide not less than ten (10) days' prior written notice to Customer.
5.2 Independent of the insurer notification obligation set forth in Section 5.1, Service Provider shall immediately notify Customer in writing (and in no event later than two (2) business days after Service Provider becomes aware) of any cancellation, non-renewal, lapse, or material change in any insurance policy required under this Exhibit F, including without limitation any reduction in limits, increase in deductibles or self-insured retentions, addition of exclusions, or change of carrier.
5.3 In the event of any cancellation, non-renewal, or material reduction in coverage of any required insurance policy, Service Provider shall obtain replacement coverage that meets or exceeds the requirements of this Exhibit F before the effective date of such cancellation, non-renewal, or reduction. Service Provider shall promptly deliver to Customer a certificate of insurance evidencing such replacement coverage.
5.4 Failure to maintain required insurance coverages in accordance with this Exhibit F shall constitute a material breach of the Agreement, entitling Customer to exercise any and all remedies available under the Agreement (including termination for material breach under Article XV (Termination) of the Agreement) and at law or in equity, without the requirement of providing a cure period, unless Customer in its sole discretion elects to provide such a cure period.
6. No Limitation on Liability
6.1 The insurance requirements set forth in this Exhibit F shall not be construed as, and shall not operate as:
(a) Limiting Service Provider's indemnification obligations under Article XII (Indemnification) of the Agreement, including without limitation Service Provider's aggregate indemnification cap of two hundred percent (200%) of aggregate fees paid during the trailing twelve (12) month period prior to the event giving rise to the indemnification obligation, and including Service Provider's uncapped liability for intellectual property infringement, willful misconduct, data breach, and confidentiality breach as set forth in the Agreement;
(b) Limiting or qualifying any other liability that Service Provider may have under the Agreement or at law or in equity, whether arising in contract, tort, strict liability, or otherwise; or
(c) Limiting Customer's right to pursue any remedy available under the Agreement, including without limitation remedies for breach, termination rights, service level credits, and equitable relief.
6.2 Cedarpoint Systems Integration, Inc.'s maintenance of insurance at or above the minimum levels required by this Exhibit F does not relieve Cedarpoint of responsibility for any uninsured or underinsured losses, claims, damages, costs, or expenses. Service Provider acknowledges that the insurance requirements set forth herein represent minimum acceptable coverage levels established for Customer's protection and do not constitute a representation or warranty by Customer that such levels are adequate to protect Service Provider's interests or to satisfy Service Provider's total potential liability under the Agreement.
7. Subcontractor Insurance
7.1 Service Provider shall require all subcontractors, sub-processors, and independent contractors performing services under the Agreement (or any portion thereof) to maintain insurance coverages consistent with the requirements of this Exhibit F, with limits appropriate to the scope and nature of the subcontracted services. In no event shall the limits maintained by any subcontractor be less than the minimum limits specified in Section 2 of this Exhibit F, unless Customer has provided its prior written consent to reduced limits for a specific subcontractor.
7.2 Service Provider shall require each subcontractor performing services under the Agreement to name Customer (Northgate Americas, Inc.) and its parent company (Northgate Telecommunications PLC), together with their respective affiliates, subsidiaries, officers, directors, employees, and agents, as additional insureds on such subcontractor's commercial general liability and umbrella/excess liability insurance policies. Such additional insured status shall apply on a primary and non-contributory basis consistent with Section 3.1 of this Exhibit F.
7.3 Service Provider shall obtain and maintain certificates of insurance from each subcontractor evidencing compliance with the requirements of this Section 7, and shall make such certificates available to Customer upon request. Service Provider shall not permit any subcontractor to commence performance of services under the Agreement until Service Provider has obtained a compliant certificate of insurance from such subcontractor.
7.4 Service Provider shall remain fully liable for the acts, errors, omissions, negligence, and willful misconduct of its subcontractors regardless of the existence, adequacy, or applicability of such subcontractors' insurance coverage. The insurance maintained by Service Provider's subcontractors shall not relieve Service Provider of any obligation or liability under the Agreement or this Exhibit F.
8. Right to Review
8.1 Customer shall have the right, upon reasonable prior written notice to Service Provider (which notice shall not be required to exceed ten (10) business days), to review complete copies of all insurance policies (including all endorsements, exclusions, riders, and amendments) required under this Exhibit F. Certificates of insurance, while required to be delivered as set forth in Section 4, shall not be a substitute for Customer's right to review the underlying policies.
8.2 Service Provider shall make the requested insurance policies available for Customer's inspection within fifteen (15) business days of Customer's written request. Service Provider may redact premium amounts and other commercially sensitive pricing information from the policies provided to Customer, but shall not redact any coverage terms, conditions, exclusions, limits, deductibles, self-insured retentions, or endorsements.
8.3 Customer's review of, or failure to review, Service Provider's insurance policies shall not relieve Service Provider of its obligations under this Exhibit F or constitute a waiver of any of Customer's rights hereunder. Customer's acceptance of or failure to object to any certificate of insurance or insurance policy shall not be construed as approval of any non-conforming coverage and shall not estop Customer from later asserting that Service Provider has failed to comply with the requirements of this Exhibit F.
9. Current Carrier Information
9.1 As of the Effective Date (June 9, 2023), Service Provider represents that its insurance coverages required under this Exhibit F are maintained through the following carriers:
9.2 Service Provider shall not change its insurance carrier for any required coverage without providing Customer at least thirty (30) days' prior written notice. Any replacement carrier must satisfy the rating and licensing requirements set forth in Section 1.2 of this Exhibit F. Service Provider shall deliver to Customer updated certificates of insurance reflecting the new carrier prior to the effective date of any such change.
10. Remedies for Non-Compliance
10.1 If Service Provider fails to obtain, maintain, or provide evidence of any insurance coverage required under this Exhibit F, Customer may, in addition to and without waiver of any other remedies available under the Agreement or at law or in equity, exercise any one or more of the following remedies:
(a) Procurement of Insurance. Customer may procure such insurance on Service Provider's behalf and deduct the cost thereof (including premiums, broker fees, and administrative expenses) from amounts otherwise payable to Service Provider under the Agreement. Service Provider hereby authorizes Customer to obtain such insurance and agrees that any amounts so deducted shall not reduce Service Provider's obligations to make any payments otherwise due under the Agreement;
(b) Suspension of Performance. Customer may suspend performance of the Agreement, in whole or in part, until Service Provider obtains and provides evidence of compliant insurance coverage. During any period of suspension, Service Provider shall remain bound by all obligations under the Agreement (including service level commitments), and Customer shall not be liable for any fees, costs, or damages arising from such suspension; or
(c) Termination for Material Breach. Customer may terminate the Agreement for material breach in accordance with Article XV (Termination) of the Agreement, without the requirement of providing a cure period for such breach, unless Customer in its sole discretion elects to provide such a cure period.
10.2 Service Provider shall promptly reimburse Customer for any and all costs incurred by Customer in procuring replacement insurance under Section 10.1(a), including without limitation premiums, broker fees, legal fees, and administrative expenses. Such reimbursement obligation shall survive any expiration or termination of the Agreement.
10.3 The remedies set forth in this Section 10 are cumulative and are in addition to, and not in lieu of, any other remedies available to Customer under the Agreement, at law, or in equity.
[Remainder of this page intentionally left blank. Signature page follows.]
ACKNOWLEDGMENT AND AGREEMENT
This Exhibit F is incorporated into and made a part of the Master Services Agreement dated June 9, 2023, by and between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. Each Party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions set forth in this Exhibit F.
IN WITNESS WHEREOF, the Parties have caused this Exhibit F to be executed by their duly authorized representatives as of the date set forth below.
NORTHGATE AMERICAS, INC.
By: ________
Name: Warren Liang
Title: President
Date: June 9, 2023
CEDARPOINT SYSTEMS INTEGRATION, INC.
By: ________
Name: Rajiv Sundaram
Title: Chief Executive Officer
Date: June 9, 2023
Coverage Element | Minimum Limit
Per Occurrence | $25,000,000
Annual Aggregate | $50,000,000
Coverage Element | Minimum Limit
Per Occurrence | $20,000,000
Annual Aggregate | $40,000,000
Coverage Element | Minimum Limit
Per Occurrence | $5,000,000
General Aggregate | $10,000,000
Coverage Element | Minimum Limit
Each Accident | $1,000,000
Disease — Policy Limit | $1,000,000
Disease — Each Employee | $1,000,000
Coverage Type | Insurance Carrier | Address
Cyber Liability | Braeburn Mutual Insurance Company | 280 Farmington Avenue, Hartford, CT 06105
Technology Errors & Omissions | Braeburn Mutual Insurance Company | 280 Farmington Avenue, Hartford, CT 06105
Commercial General Liability | Braeburn Mutual Insurance Company | 280 Farmington Avenue, Hartford, CT 06105
Workers' Compensation / Employers' Liability | Braeburn Mutual Insurance Company | 280 Farmington Avenue, Hartford, CT 06105
Umbrella / Excess Liability | Braeburn Mutual Insurance Company | 280 Farmington Avenue, Hartford, CT 06105
Automobile Liability | Braeburn Mutual Insurance Company | 280 Farmington Avenue, Hartford, CT 06105

EXHIBIT F

INSURANCE REQUIREMENTS

ACKNOWLEDGMENT AND AGREEMENT

NORTHGATE AMERICAS, INC.

CEDARPOINT SYSTEMS INTEGRATION, INC.

Record

Parties

Dates

Amounts