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reimbursement from the Customer for any expenses incurred by TDS for the correction of any erroneous information provided by the Customer and TDS shall not be responsible for Customers' losses and expenses resulting from erroneous source materials provided by the Customer. Neither party shall be liable to the other for any indirect or consequential losses or damages. The Customer shall indemnify and hold harmless TDS and its officers, directors, shareholders, employees and representatives from any and all claims, demands, liability, damages, and .judgments arising out of erroneous information provided by the customer. 13. INSURANCE. On or before beginning any of the service or work called for by any term of this Agreement, TDS, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to Customer the insurance specified in Exhibit "B" to this Agreement under forms of insurance satisfactory in all respects to Customer. TDS shall not allow any subcontractor, professional or otherwise, to commence work on any subcontract until all insurance required of TDS has also been obtained for the subcontractor. 14. FAIR EMPLOYMENT PRACTICES/EQUAL OPPORTUNITY ACTS. In the performance of this Agreement, TDS shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Section 12900) and the applicable equal employment provisions of the Civil Rights Act of 1964, whichever is more restrictive. 15. AGENCY. Except as Customer may specify in writing TDS shall have no authority, expressed or implied, to act on behalf of the Customer in any capacity whatsoever as an agent. TDS shall have no authority, expressed or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever. 16. CHANGES IN LAW. Any changes in the processing of parking violations as a result of changes in the law or DMV regulations affecting such violations which do not materially add to the cost of processing such citations by TDS shall be implemented by TDS. Should there be any changes in the law applicable to the processing of parking citations which would require material changes in the method of the processing as contemplated in this Agreement, or materially reduce or eliminate the amount of revenue received by the Customer from parking citations, TDS and Customer agree to negotiate in good faith to amend this Agreement to allow for such changes. Otherwise, this Agreement shall terminate on the date such law becomes effective, provided either party gives sixty (60) days notice of termination. 17. OWNERSHIP. Customer acknowledges that the software and software programs used by the Customer or used for the Customer's benefit which were developed by TDS are the sole property of TDS and the Customer obtains no right or interest in the software by virtue of this Agreement. 18. PROPRIETARY INFORMATION. Customer agrees not to reproduce, disclose, or distribute Contractor's proprietary information such as any description of specialized or unique processes, software, or methods that are used in the course of providing the services under this Agreement, including any financial information, that is not considered a public record. Page 3 of 5