Vendor Product Liability Insurance Requirement

For a period of at least five years from the Ship Date, Seller, at its expense, shall obtain and maintain in effect products liability and completed operations insurance on an occurrence basis in amounts not less than U.S.$2,000,000 for each occurrence and U.S.$4,000,000 in the aggregate per policy year that provides coverage for “bodily injury” or “property damage” arising out of the products identified in the Purchase Order(s) which are distributed or sold in the regular course of Seller’s business. This insurance shall (1) include an “Additional Insured – Vendors” Endorsement naming Academy, Ltd. d/b/a Academy Sports + Outdoors, and its parents, affiliates and subsidiaries as additional insureds, and (2) include a Waiver of Subrogation Endorsement in favor of Academy, Ltd. d/b/a Academy Sports + Outdoors, and its parents, affiliates and subsidiaries, using ISO CG 2404, Waiver of Transfer Right of Recovery Against Others.

(a) The CGL, including any insurance provided under the commercial umbrella, if any, shall apply as primary insurance and any insurance or self-insurance programs carried or maintained by Academy Sports + Outdoorsshall be excess and not contributing. Seller and/or its insurer shall provide Academy with thirty (30) days prior written notice of non-renewal, cancellation, or other change in coverage which may impair or otherwise affect Academy’s rights hereunder.
(b) Seller, its agents and subcontractors shall maintain Worker’s Compensation Insurance for all of its employees performing any instore services to Academy to the fullest extent required by the Laws of the states in which such services are being performed.
(c) The insurance shall apply to occurrences in the United States of America and be underwritten by an insurance company that is acceptable to Academy by a U.S. insurance company which is rated in the most recent edition of Best’s Key Rating Guide or such other rating agency guide as the equivalent of A-VIII or better.
(d) Seller shall furnish Academy with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, setting out compliance with the insurance requirements set forth above. All certificates shall provide for 30 days written notice to Academy prior to the cancellation or material change of any insurance referred to therein.
(e) The words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" shall be deleted from the cancellation provision of all certificates provided by Seller.
(f)   Failure of Academy to demand such certificate or other evidence of full compliance with these insurance requirements or failure of Academy to identify a deficiency from evidence that is provided shall not be construed as a waiver of Seller's obligation to maintain such insurance.
(g) Academy shall have the right, but not the obligation, to cancel or withhold all Purchase Orders until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by Academy.
(h) Failure to maintain the insurance required shall constitute an event of default of this Agreement and shall allow Academy to terminate this Agreement at Academy's option. If Seller fails to maintain the insurance as set forth herein, Academy shall have the right, but not the obligation, to purchase said insurance at Seller's expense.
(i)   With respect to insurance maintained after final payment in compliance with a requirement herein, an additional certificate(s) evidencing such coverage shall be promptly provided to Academy when requested.
(j)   Seller shall provide certified copies of all insurance policies required above within 10 days of Academy's written request for said copies.
(k)   By requiring the insurance as set out, Academy does not represent that coverage and limits will necessarily be adequate to protect Seller.
(l)   The Certificate Holder should read as follows:
academy, Ltd. d/b/a Academy Sports + Outdoors
1800 N. Mason Rd.
Katy, Texas 77449
Attn:     Legal Department
Fax:      (281) 646-5071
(m) The issuing agent should either (1) fax or email a copy of the COI to Academy’s Legal Department at (281) 646-5071 or email: LegalContracts@Academy.com, and (2) mail the original certificate along with a copy of the additional insured endorsement and waiver of subrogation endorsement with a copy of the Policy to the Certificate Holder’s address.