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13.6.1 Incident Response. Vendor may need to communicate with outside parties regarding a Security Incident, which may include contacting law enforcement, fielding media inquiries, and seeking external expertise as mutually agreed upon, defined by law, or contained in this Agreement. Discussing Security Incidents with the City should be handled on an urgent as -needed basis, as part of communication and mitigation processes as mutually agreed upon, defined by law, or contained in this Agreement. 13.6.2 Security Incident Reporting Requirements. Vendor shall report a Security Incident to the appropriate City staff immediately. 13.6.3 Breach Reporting Requirements. If Vendor has actual knowledge of a confirmed Data Breach that affects the security of any City content that is subject to applicable Data Breach notification law, Vendor shall: (1) promptly notify the appropriate City staff within 24 hours or sooner, unless shorter time is required by applicab;e law, and (2) take commercially reasonable measures to address the Data Breach in a timely manner. 13.6.4 Breach Responsibilities. If any forensic analysis or report determines Vendor to be the sole source of any security incidents, the City will not be responsible for any data compromise losses or damages and Vendor will hold harmless the City, its officers, officials, employees, and volunteers from and against all liability, loss, damage, expense, and cost of every nature arising out of or in connection with said security incident. 14. Indemnification. Vendor will defend, indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees ("Claims") arising out of the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the Vendor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, 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, except where caused by the sole negligence or willful misconduct of City. 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. The Parties expressly agree that the City will not be liable for any damage, loss, or destruction of Vendor's Lockers or Equipment. The Parties expressly agree that this section shall survive the expiration or early termination of the Agreement. REV: 09-13-19 DZ ATTY/AGR.2019.245/Equipped Systems Inc. (Page 6 of 12)