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With respect to third party claims against PSD, PSD waives any and all rights of any type of express or implied indemnity against the Indemnitees. However, notwithstanding the foregoing, in accordance with California Civil Code Section 1668, nothing in this Agreement shall be construed to exempt the City from its own fraud, willful injury to the person or property of another, or violation of law. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, 8.2 Intellectual Property Indemnification. Further, without restricting the generality of the foregoing, PSD agrees to, at its expense, defend, indemnify, save and hold harmless City from and against any claims, losses, damages, fees, costs and expenses incurred by City arising out of or in connection with a third party's claim alleging that the PSD-owned software technology underlying the Platform infringes such third party's United States patent, copyright, trademark, trade secret, or any other proprietary right (an "IP Claim"), and pay those amounts finally awarded by a court of competent jurisdiction against City (including damages, interest, losses, costs, and expenses including attorneys' fees) or payable pursuant to a settlement agreed to by PSD with respect to such IP Claim, provided that City provides PSD with (i) prompt written notice of the IP Claim, except that any failure to provide this notice promptly only relieves PSD of its responsibility pursuant to this 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 that PSD will not admit fault by City or agree to any settlement that would impose obligations or restrictions on City (other than payment of sums which would be paid by PSD under this section) without City's prior written consent, not to be unreasonably withheld, delayed, or conditioned, and City; and (iii) all assistance, information, and authority reasonably requested by PSD for the defense and/or settlement of the IP Claim. PSD shall have no obligation with respect to any claim arising out of: (i) any unauthorized use, distribution, or display of the Platform; (ii) any modifications to the Platform not authorized or made by PSD; or (iii) any combination of the Platform with any third party hardware, software, service, or technology if such claim would not have arisen but for such combination. 8.3 The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 9. Public Disclosure. PSD acknowledges that City is a public agency that is subject to the Brown Act (Gov. Code Section 5490 et seq.) and that this Agreement or portions thereof may be subject to public disclosure without notice to PSD. Further, PSD acknowledges that City Page 3 of 21 REV: 03-31-16 FF ATTY/AGR.2016.066/PSD HiperWeb