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lrronos Yncorpont� 29?Biikdca Road Chelmsford,MA 02$Z4 1?age:5/29 Phone:(97�Z50-9800 Agreement shall be construed to exernpt the City fram its own fraud, willful injury ta the persan ar property af another,or violation of lavv. Furthermore, notwithstanding tl�e forgoing, to the extent this Agreement is a constructian contract as defined by California Civil Code section 2783, as may be amended from tune to time, such duties af Kronos to indemnify shall not apply when to do so would be prohibited by Califcrrnia Civil Code Section�?82. Nothing herein contained in this Agreement shall be canstrued to require Kronos to indemnify Indernnitees against any responsibiliry or liability in contravention of Califarnia Civil Code Section 2782.$. The Parties expressly agree that any reasonable payment} attonaey's fee, cost or expense City incurs or makes to or an behalf af an injured emplayee under the City"s self-administered warkers' campensation is included as a Liability for the purposes of this sectian. Further, without restricting the generality of the foregoing, Kranns agcees to, at its expense, defend and/or settle any claim made by a third party against Gity alleging that the Kronos-owned software techno}ogy underlying the Platfarm infringes such third party's United States patent, copyright, trademark or trade secret (an "IP Clairn"), and pay those amounts finally awardeci by a court af competent jurisdictian against City (inclading damages, interest, 2osses, casts and e�penses including attorneys' fees) or payable pursuant to a settleznent agreed to by Kranas with r�spect to such IP Claim,pravided that City provides Kronos with(i)prompt written natice of the IP Claim, except that any failure to provide this notice prornptly only relieves Kronos of its responsibility pursuant to tkuis Section to the extent its defense is materially prejudiced by the delay, (ii) sole control over the defense and settlement of the IP Claim, provided tbat Kronos will not admit fault by �ity or agree ta any settlement that would impose abligatians or restrictians on City (other than payment of sums which would be paid by Kronos under this Section)without City's prior written consent,not ta be unreasonably witlaheld, delayed or condirioned; and {iii} all assistanee, infarmation and authority reasonably requested by Kronos far the defense and/ar settlement of the IP�laim. Kronos shall have no abligation with respect to any claim arising out of or relatin�to: (x) any unauthorized use, distributian or display of the Platfarm; (y) any modificatians to the Platfarm not autharized or made by Kronos; ar (z) any combination of the Piatform with any third party hardware, soflwa.re, serrrice or technology if such claim wauld not have arisen but for such cornbitiation. If Krottos, in its sole discretion, believes an IP Glaim or an ad�erse judgment in connection with an IP Claim is Iikely, then Kxonos may,at its expense,(a)abtain a license from such third party claimant that allows far cantinued operation of the Platfarm, (b)modify the Platfarm so as to be nan-infringing,or(c)if neither(a)nor(U)is available ta Kronos at a commercially reasonable terms,tenminate this Agreement upon written notice to City. 14. PRiDFESSI4NAL AND EDUCATIONAL SERVICES (a} TRAVEL EXPEIVSES Custoxner agrees to reimburse Kronos for all reasonable and necessary travel incwrred by Kronos in the performanc� of any professianal a�dlor educatianal services, provided that such travel complies with the then cutrent Kronos Travel and Expense Folicies. Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transpartatian, plus an administrative fee of ten percent (10°l0) af the amount of such travel expenses, incuired by Kronos to deliver purchased pmfessional services and/or educational services in accordance with the Kronos Travel and Expense Policies. Customer will be billed by Kronas for sueh travel exgenses and payrnent thereof shall be due net 30. REV:0$-27-15 RC 5RT 7C Q$U515 ATTYJAGR.2015,190/Kronos Incorporated