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9. Hold Harmless.
<br /> 9.1 Contractor shall, to the fullest extent allowed by law, with respect to all
<br /> services performed in connection with this Agreement, defend with counsel acceptable to City,
<br /> indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and
<br /> against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br /> willful misconduct of the Contractor, any subcontractor, or anyone directly or indirectly
<br /> employed by any of them or anyone for whose acts any of them may be liable ("Claims").
<br /> Contractor will bear all losses, costs, damages, expense and liability of every kind, nature and
<br /> description, including attorneys' fees, experts fees, court costs and disbursements, that arise out
<br /> of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such
<br /> obligations to defend, hold harmless and indemnify the City shall not apply to the extent that
<br /> such Liability is caused by the sole negligence or willful misconduct of the City.
<br /> 9.2 Infringement Indemnity.
<br /> 9.2.1 Without limiting the generality of Section 9.1, Contractor will
<br /> defend or settle any action brought against City by a third party to the extent that
<br /> it is based upon a claim that any equipment, hardware, software or other
<br /> technology provided or licensed to City by , as provided by Contractor or any
<br /> subcontractor to City under this Agreement and used within the scope of this
<br /> Agreement, infringes any third-party intellectual property rights, including,
<br /> without limitation, patent, trademark, copyright, or misappropriations of any trade
<br /> secret of such third party, and will pay any costs, damages, interest, losses,
<br /> expenses, and reasonable attorneys' fees attributable to such claim that are
<br /> awarded against City, provided that City: (a) promptly notifies Contractor in
<br /> writing of the claim, except that any failure to provide this notice promptly only
<br /> relieves Contractor of its responsibility pursuant to this section to the extent its
<br /> defense is materially prejudiced by the delay; (b) grants Contractor sole control of
<br /> the defense and settlement of the claim (unless the terms and conditions of such
<br /> settlement create duties or obligations on the part of City or involve an admission
<br /> of fault by the City, in which case City's approval shall be required); and
<br /> (c) provides Contractor, at Contractor's expense, with all assistance, information
<br /> and authority reasonably required for the defense and settlement of the claim.
<br /> 9.2.2 Iniunctions. If City's use of any of the Software hereunder is, or in
<br /> Contractor's opinion is likely to be, enjoined due to the type of claim
<br /> specified in Section 9.2.1 above, Contractor shall, at its sole option and
<br /> expense: (a) procure for City the right to continue using such Software
<br /> under the terms of this Agreement; (b) provide a replacement or modified
<br /> version of such Software that is non-infringing and substantially
<br /> equivalent in function to the enjoined Software; or (c) if options (a) or (b)
<br /> above cannot be accomplished despite Contractor's best reasonable
<br /> efforts, then Contractor may terminate City's rights and Contractor's
<br /> obligations hereunder with respect to such Software and refund to City the
<br /> fees paid hereunder and remove all equipment provided hereunder at
<br /> Contractor's sole cost and expense, provided that City may choose to
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<br /> REV:04-22-16 JS
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