AgdaPkt 2020-11-23 Joint SA PFA - Laserfiche WebLink

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6.11). - Page 120 of 179 responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. The Parties expressly agree that any payment, attorneys' fees, costs or expense that City incurs or makes to or on behalf of an injured employee under City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section will survive the expiration or early termination of the Agreement. Without limiting the generality of the forgoing, Vendor shall defend the Indemnified Parties from and against any claim, suit, or action (an "Infringement Claim") by a third party that is based upon an allegation that any product or service, including, without limitation, the Software Service, any Software, technology or any other product or content made available to the Indemnified Parties by Vendor and/or Bank, infringes or otherwise violates the intellectual property rights of such third party. Vendor shall also indemnify and hold harmless the Indemnified Parties from and against any final award of damages or settlement amounts for release of liability from any such Infringement Claim. In addition, if an Infringement Claim is made, or if Vendor has reason to believe such a claim may be made, Vendor may replace or modify the relevant products or services to make them non - infringing, or procure a license for City under the rights allegedly infringed. If none of the options described in the preceding sentence is available to Vendor using commercially reasonable efforts, then Vendor may terminate this Purchase Agreement and refund to City a pro rata portion of any fees paid in advance for the Services for the terminated portion of the term. Vendor shall have no liability under this subsection with respect to any use or other exploitation of the Services not in compliance with this Purchase Agreement or applicable law. This subsection states Vendor's sole liability to, and City's exclusive remedy, under this Purchase Agreement with respect to infringement or other violation of third party intellectual property rights. Vendor shall not settle any Claim or Infringement Claim without the prior written approval of City, which approval may be unreasonably withheld or delayed 17. Contract Administration and Notice. This Purchase Agreement shall be administered on behalf of the City by the , Insert Name & Title]. Any written notice between the Parties shall be sent to: City of Redwood City Attention: Department of 1017 Middlefield Road Redwood City, CA 94063 Vendor's Name Attention: Contractor's Address City, State, Zip 159