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Agreement for HdL Services Exhibit C— General Terms and Conditions maintain insurance and City may collect these payments from HdL or deduct the amount paid from any sums due HdL under this Agreement. E. Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 8. TERMINATION. This Agreement, or individual services provided by this Agreement, may be terminated as follows: i. Software — Software services may be terminated by either party upon written notice at least 90 days prior to the desired termination date. No credit will be provided for any unused portion of the annual term. Upon termination, the software license shall expire and (a) City within a reasonable time will remove the software from computers, servers and network, and destroy or erase all copies of the software and any Proprietary Information and confirm destruction of same by signing and returning to HdL an "Affidavit of Destruction" acceptable to HdL, and (b) upon City's request, HdL will assist in extracting CITY data in a format acceptable to both CITY and HdL. ii. Services - City may discontinue a service by sending a letter of intent to HdL at least 90 days prior to desired last date of service. 9. INDEPENDENT CONTRACTOR. HdL shall perform the services hereunder as an independent contractor. No agent, representative or employee of HdL shall be considered an employee of CITY. 10. NON -ASSIGNMENT. This Agreement is not assignable either in whole or in part by HdL or CITY without the written consent of the other party. 11. GOVERNING LAW. The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall also govern the interpretation of this Agreement. 12. GENERAL COMPLIANCE WITH LAWS. HdL will keep fully informed of federal, state and local laws, ordinances and regulations which in any manner affect those employed by HdL, or in any way affect the performance of the Services by HdL. HdL will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of HdL's Services with all applicable laws, ordinances and regulations. 13. INDEMNIFICATION. HdL shall indemnify, defend and hold harmless City and its officers, officials and employees from any liability for damages, claims, losses or expenses, including attorney fees ("Claims") which may arise out of the performance of the work described herein, caused in whole or in part by any negligent acts, errors or omissions of HdL, its officers, agents and employees under this Agreement, including but not limited to Claims for (i) any alleged or actual infringement or misappropriation of any patent, copyright, trademark, or other intellectual property right, (ii) personal injury, including death, and (iii) breach of confidentiality or property damage. City shall indemnify and hold harmless HdL, its officers, agents and employees, from any liability for damage or claims for personal injury, including death, as well as from claims for breach of confidentiality which may arise from City's negligent acts, errors or omissions under this Agreement. REV: 02-28-19 PR ATTY/AGR.2019.049/HDL Prime Business License & TOT Software