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SECTION 13. TERMINATION Either Party may terminate this Agreement upon giving the other Party thirty days (30) days' prior written notice to the other Party in addition to any other remedy or right contained in this Agreement. This right of termination is additive to other rights of termination identified above in this Agreement and does not preclude the exercise of those other rights. Client data shall be returned to Client in accordance with Section 21. SECTION 14. INDEMNIFICATION ImageTrend shall hold harmless, defend and indemnify Client from and against all claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs, and expenses ("Claims"), which arise out of any negligent act or omission, or willful misconduct of ImageTrend. "Claims" shall additionally include claims involving infringement of Intellectual Property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. Client shall promptly notify ImageTrend for any actual or prospective Claim for which indemnification is sought. In the event that any third -party Claim is made and Client invokes this clause, ImageTrend shall have the right and option to undertake and control such defense of such action with counsel of ImageTrend's choice with control to settle any such Claim. ImageTrend shall have no obligation to defend or indemnify Client from Claims arising out of Client's sole negligence or intentional wrongful acts or omissions. If ImageTrend assumes the defense of a Claim, Client shall have the right to participate in the defense of such Claim. ImageTrend shall not take any final action with respect to any Claim without the prior written consent of Client. SECTION 15. GENERAL TERMS a. INSURANCE REQUIREMENTS. ImageTrend will provide to Client a Certificate of Insurance and shall comply with insurance requirements set forth in Exhibit D. Exhibit D is attached hereto and incorporated by reference. b. BUSINESS DAYS AND HOLIDAYS. The parties agree a business day is 8 hours long, and excludes Saturdays, Sundays, and days reasonably considered a holiday by either party per each party's written policies. Unless otherwise specified in a Work Order, ImageTrend shall perform services only during business days, from 9:00am CST to 5:00pm CST. c. COUNTERPARTS. This Agreement may be executed in counterpart originals, duly signed by both parties, each of which will be deemed an original but all of which, together, will constitute one and the same Agreement. Any terms not present in all counterpart copies are severed and void. REV: 06-15-2020 PR ATTY/AGR.2020.099/ImagTrend, Inc. (Page 12 of 32)