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to the CLIENT is that of an independent contractor and all persons working for or
<br />under the direction of CITY/DISTRICT are its agents or employees and not agents
<br />or employees of the CLIENT.
<br />8. Defaults/Remedies. The occurrence of any one or more of the following events
<br />shall constitute a material default or breach of this Agreement by CLIENT:
<br />A. Failure by the CLIENT to make any payment of fees required under
<br />this Agreement where such failure shall continue for a period of fifteen (15)
<br />business days after written notice by CITY/DISTRICT.
<br />B. Violation of any of the terms of Content Agreements as listed in
<br />Appendix A to this Agreement.
<br />In the event of a material default or breach by CLIENT, the CITY/DISTRICT may,
<br />without limiting the CITY/DISTRICT'S rights or remedies, terminate CLIENT
<br />access to CalOpps website and all other services provided herein.
<br />9. Indemnity. CLIENT hereby agrees to defend, indemnify, and save harmless
<br />CITY/District, its Council, boards, commissions, officers, employees and agents,
<br />from and against any and all claims, suits, actions, liability, loss, damage, expense,
<br />cost (including, without limitation, costs and fees of litigation) of every nature, kind
<br />or description, which may be brought against, or suffered or sustained by,
<br />CITY/DISTRICT, its Council, boards, commissions, officers, employees or agents
<br />caused by, or alleged to have been caused by, negligence, intentional tortious act or
<br />omission, or willful misconduct of CLIENT, its officers, employees or agents in
<br />the performance of any services or work pursuant to this Agreement.
<br />REV: 06-11-2020 EI
<br />CITY/DISTRICT hereby agrees to defend, indemnify, and save harmless CLIENT,
<br />its Council, boards, commissions, officers, employees and agents, from and against
<br />any and all claims, suits, actions, liability, loss, damage, expense, cost (including,
<br />without limitation, costs and fees of litigation) of every nature, kind or description,
<br />which may be brought against, or suffered or sustained by, CLIENT, its Council,
<br />boards, commissions, officers, employees or agents caused by, or alleged to have
<br />been caused by, negligence, intentional tortious act or omission, or willful
<br />misconduct of CITY/DISTRICT, its officers, employees or agents in the
<br />performance of any services or work pursuant to this Agreement.
<br />PATENT INFRINGEMENT
<br />CITY/DISTRICT shall indemnify and defend the CLIENT in any actions against
<br />the CLIENT to the extent that they are based on a claim of infringement for the use
<br />of CalOpps related to this Agreement, provided that CITY/DISTRICT is notified
<br />in writing of such claim. CITY/DISTRICT shall have the right to control the
<br />defense of all such claims, lawsuits and other proceedings. CLIENT shall use its
<br />best efforts to aid CITY/DISTRICT in conducting any such defense.
<br />In case of a judgment adverse to the CLIENT or CITY/DISTRICT,
<br />CITY/DISTRICT shall make reasonable efforts to purchase the right to continued
<br />ATTY/AGR.2020.096/City of Foster City (Page 3 of 10)
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