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REV: 03-17-23 MI infringed on any intellectual property rights, Provider will procure; (i) a right for the City to continue using the applicable Software, (ii) a solution to mitigate the infringement, or (iii) a product to replace the infringing product that provides the functionality and complies with the specifications contained in the Contract Documents. The City shall not incur any additional costs related to the aforementioned remedies. 22. Termination a. Termination for Default. Subject to the right to cure contained in Section 22.b., the City may terminate this Agreement in whole or in part, at any time that the City determines that Provider is in material default of its obligations under the Contract Documents. Termination for default is effective on the date specified in the City’s written notice of default. A termination for default shall be deemed a termination for convenience if the termination for default is later found to be without justification. b. Cure. Provider shall have a period of thirty (30) days following a written notice of default to either cure such default or if such default cannot be cured within such period, to provide evidence satisfactory to City, in its sole discretion, that Provider is taking action to cure such default. c. Termination for Convenience. This Contract may be terminated by the City, in whole or in part, upon ninety (90) days written notice to Provider, when the City determines this to be in its best interest. The termination for convenience is effective on the date specified in the City’s written notice. Termination for convenience may entitle Provider to payment for reasonable costs allocable to the Contract Documents for work or costs incurred by Provider up to the date of termination. Provider shall not be paid compensation as a result of a termination for convenience that exceeds the amount payable under the Schedule of Charges. d. Use of SaaS Solution. If there is a termination for any reason, the City shall have the right to elect to continue use of the Software for the remainder of the period in which City has paid the license or subscription fee to Provider. 23. Indemnification. To the fullest extent permitted by law, Provider shall defend, indemnify and hold the City, its Board, members of the Board, employees, and authorized volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Provider, its officials, officers, employees, subcontractors, Providers or agents in connection with the ATTY/AGR.2023.056/Dropcountr, Inc. (Water Utility Customer Portal) (Page 11 of 32)