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<br />21. INDEMNIFICATION. <br />The Company shall indemnify, defend and hold harmless the City and the City's officers, <br />employees and agents from and against any and all losses, damages, costs, expenses (including <br />reasonable attorneys' fees), obligations and other liabilities (including settlement amounts) that <br />arise directly or indirectly from: <br /> <br />a. any infringement of any copyright, trademark, patent, or other proprietary rights, or any <br />misappropriation of any trade secrets, in connection with any software, documentation, <br />services or other products supplied directly or indirectly by the Company in connection <br />with this Agreement, or any allegation of any of the foregoing (collectively referred to as <br />"Infringement Claims"); <br /> <br />b. any act(s) of negligence or willful misconduct by the Company or any of its agents, <br />employees or subcontractors (or any allegations of any of the foregoing), including but <br />not limited to any liability caused by an accident or other occurrence resulting in bodily <br />injury, death, sickness or disease to any person(s) or damage or destruction to any <br />property, real or personal that arise from the performance of this Agreement; <br /> <br />c. any acts or omissions of the Company with respect to the performance of services or <br />provision of any of the products provided by the Company under this Agreement (or <br />any allegations of any of the foregoing); <br /> <br />d. the City's refusal to produce any item of "Confidential Information" (as defined in the <br />Confidentiality and Non-Disclosure Agreement) of the Company after receiving a <br />request for such item and after being instructed by the Company not to produce it; or <br /> <br />e. any claims by any persons or entities supplying labor or material to the Company in <br />connection with the performance of the Company's obligations under this Agreement. <br /> <br />If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to <br />continue using the affected product or service; or (ii) repair or replace the infringing product or <br />service so that it becomes non-infringing, provided that the performance of the Services or any <br />component thereof shall not be adversely affected by such replacement or modification. <br /> <br />22. SUBCONTRACTING. <br />As a condition of entering into this agreement, the Company agrees to: <br /> <br />(a) Not subcontract any portion of the Services without prior written approval of City Manager or <br />hisfher designee. If Company subcontracts any of the Services, Company will be fully <br />responsible to City for the acts and omissions of Company's subcontractor and of the persons <br />either directly or indirectly employed by the subcontractor, as Company is for the acts and <br />omissions of persons directly employed by Company. Nothing contained in this Agreement will <br />create any contractual relationship between any subcontractor of Company and City. Company <br />will be responsible for payment of subcontractors. Company will bind every subcontractor and <br />every subcontractor of a subcontractor by the terms of this Agreement applicable to Company's <br />work unless specifically noted to the contrary in the subcontract and approved in writing by City; <br />and <br /> <br />(b) Promptly provide to the City all information and any documentation that may be requested <br />by the City from time to time regarding the solicitation, selection, treatment and payment of <br />subcontractors in connection with this agreement; and <br />