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7.4 COMPANY Silence. If UNIVERSITY does not receive written notice from COMPANY within the Review <br /> Period, UNIVERSITY may proceed with publication as proposed. <br /> Article 8: Insurance <br /> During all times relevant to this Agreement, each party will maintain insurance in accordance with the <br /> requirements of local law and will maintain general liability insurance with limits sufficient to cover the <br /> activities of its employees and agencies performing the Agreement. The insurance may be maintained <br /> in the form of a self-insurance plan or commercial insurance policies. <br /> Article 9: Disclaimer of Warranties/Liabilities <br /> UNIVERSITY PROVIDES ALL SERVICES AND DELIVERABLES AS-IS,WITHOUT WARRANTIES OF ANY KIND. <br /> UNIVERSITY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF FITNESS <br /> FOR A PARTICULAR USE, MERCHANTABILITY,AND NON-INFRINGEMENT OF THIRD-PARTY PROPERTY <br /> RIGHTS. UNIVERSITY IS NOT LIABLE TO COMPANY FOR COMPANY'S USE OF THE SERVICES OR <br /> DELIVERABLES. UNIVERSITY WILL NOT INDEMNIFY COMPANY AGAINST,AND IS NOT LIABLE FOR,ANY <br /> THIRD-PARTY CLAIMS ARISING FROM OR RELATED TO THE SERVICES OR DELIVERABLES, OR COMPANY'S <br /> USE OF THE SERVICES OR DELIVERABLES. <br /> Article 10: General Provisions <br /> 10.1 Force Majeure. Each party will be excused from performance of the Agreement only to the extent <br /> that performance is prevented by conditions beyond the reasonable control of the affected party.The <br /> party claiming excuse for delayed performance will promptly notify the other party and will resume its <br /> performance as soon as performance is possible. <br /> 10.2 Relationship of the Parties.The parties are independent contractors with respect to each other. <br /> This Agreement does not create an agency, employment, partnership, or joint venture relationship <br /> between the parties. <br /> 10.3 Use of Name. The parties agree that each party may use factual information regarding the <br /> existence and purpose of the relationship that is the subject of this Agreement for legitimate business <br /> purposes,to satisfy any reporting and funding obligations, or as required by applicable law or regulation <br /> without written permission from the other party. In any such statement,the relationship of the parties <br /> shall be accurately and appropriately described.A party shall not use the name of the other party in any <br /> form of advertising or publicity without the express written permission of the other party. COMPANY <br /> shall seek permission from UNIVERSITY by submitting the proposed use,well in advance of any deadline, <br /> to the Associate Chancellor, Office of Strategic Communications and Marketing, University of Illinois; <br /> Email stratcom@illinois.edu. <br /> 10.4 Severability. If any provision of this Agreement is held unenforceable,the provision shall be <br /> severed and the remainder of this Agreement will continue in full force and effect. <br /> 10.5 Merger. This Agreement with all attachments constitutes the entire understanding of the parties <br /> concerning the subject matter of this Agreement and supersedes all previous or contemporaneous <br /> communications, either verbal or written, between the parties and relating to the same. Purchase <br /> Page 5 of 7 <br /> SPA Form 12032021 <br />