Insurance. Supplier shall maintain insurance coverage during the term of the Agreement(s), provided by an insurer with a minimum A-VII rating, and shall provide LSA with thirty (30) days’ advance written notice of termination or substantial coverage change. Coverage shall include at least one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) aggregate professional liability, general liability, and business auto. Where Services include control of LSA’s data or PHI, or the use or development of IT hardware or software, coverage shall also include at least one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) aggregate cyber insurance coverage. All policies shall stipulate that the insurance shall be primary insurance, that any self-insurance carried by LSA shall not be contributory insurance, and shall name LSA as an additional insured. Supplier must waive, and require its insurers to waive, any and all recovery rights to which any insurer of Supplier may have against LSA by virtue of the payment of any loss under any insurance.

Independent Contractor. Supplier shall at all times be deemed to be an independent contractor of LSA. Supplier’s employees shall not be regarded as employees or agents of LSA for the payment of any employer taxes such as Federal Insurance Contributions Act (FICA), unemployment, and worker’s compensation; LSA shall not be responsible for such taxes or any fringe benefits for Supplier’s employees. Further, the employees of Supplier shall not be regarded as employees of LSA with respect to any intentional or negligent activity in which they may be involved or for any other purpose.