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<br />6.1C <br />Page 5 <br /> <br />12. LIABILITY LIMITATION AND INDEMNIFICATION BY CUSTOMER. TDS shall use <br />due care in processing work of Customer but TOS shall be responsible only to the <br />extent of correcting any errors that are due to the equipment or personnel of TOS, <br />such errors shall he corrected by TOS at no additional charge to Customer. TOS <br />shall be entitled to reimbursement from Customer for any expenses incurred by TDS <br />for the correction of any erroneous information provided by Customer and TDS shall <br />not be responsible for Customers' losses and expenses resulting from erroneous <br />source materials provided by Customer. Neither party shall be liable to the other for <br />any indirect or consequential losses or damages. Customer shall indemnify and <br />hold harmless TOS and its officers, directors, shareholders, employees and <br />representatives from any and all claims, demands, liability, damages, and <br />.judgments arising out of erroneous information provided by Customer. <br /> <br />13. INSURANCE. On or before beginning any of the service or work called for by any <br />term of this Agreement, TDS, at its own cost and expense, shall carry, maintain for <br />the duration of the Agreement, and provide proof thereof that is acceptable to <br />Customer the insurance specified in Exhibit "Bn to this Agreement under forms of <br />insurance satisfactory in all respects to Customer. TOS shall not allow any <br />subcontractor, professional or otherwise, to commence work on any subcontract <br />until all insurance required of TOS has also been obtained for the subcontractor. <br /> <br />14.FAIR EMPLOYMENT PRACTICES/EQUAL OPPORTUNITY ACTS. In the <br />performance of this Agreement, TOS shall comply with all applicable provisions of <br />the California Fair Employment Practices Act (California Government Code Section <br />12900) and the applicable equal employment provisions of the Civil Rights Act of <br />1964, whichever is more restrictive. <br /> <br />15.AGENCY. Except as Customer may specify in writing TOS shall have no authority, <br />expressed or implied, to act on behalf of Customer in any capacity whatsoever as an <br />agent. TOS shall have no authority, expressed or implied, pursuant to this <br />Agreement to bind Customer to any obligation whatsoever. <br /> <br />16. CHANGES IN LAW. Any changes in the processing of parking violations as a result <br />of changes in the law or DMV regulations affecting such violations which do not <br />materially add to the cost of processing such citations by TDS shall be implemented <br />by TDS. Should there be any changes in the law applicable to the processing of <br />parking citations which would require material changes in the method of the <br />processing as contemplated in this Agreement, or materially reduce or eliminate the <br />amount of revenue received by Customer from parking citations, TOS and Customer <br />agree to negotiate in good faith to amend this Agreement to allow for such changes. <br />Otherwise, this Agreement shall terminate on the date such law becomes effective, <br />provided either party gives sixty (60) days notice of termination. <br /> <br />17.0WNERSHIP. Customer acknowledges that the software and software programs <br />used by Customer or used for Customer's benefit which were developed by TDS are <br />the sole property of TOS and Customer obtains no right or interest in the software by <br />virtue of this Agreement. <br /> <br />Page30f9 <br />