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REV: 06-24-22 RL 23. Indemnification. Granicus will indemnify, defend and hold harmless Client from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement (“Claims”) and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of any Claims that Granicus products and services infringe a valid intellectual property right of any third party. In the event of such a Claim, if Granicus determines that this Agreement is likely affected, or if the solution is determined in a final, nonappealable judgment by a court of competent jurisdiction, to infringe a valid intellectual property right, Granicus will, in its discretion: (i) replace the affected Granicus products and services; (ii) modify the affected Granicus products and services to render it non-infringing; or (iii) terminate this Agreement with respect to the affected solution and refund to Client any prepaid fees for the then-remaining or unexpired portion of the Agreement term. Notwithstanding the foregoing, Granicus will have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by anyone under Client’s direction or control or using logins or passwords assigned to Client); (ii) a modification made by Granicus pursuant to Client’s required instructions or specifications or in reliance on materials or information provided by Client; or (iii) Client’s use (or use by anyone under Client’s direction or control or using logins or passwords assigned to Client) of any Granicus products and services other than in accordance with this Agreement. This Section sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Granicus products and services or any other materials provided by Granicus violate or infringe upon the rights of any third party. With regard to any Claim subject to indemnification pursuant to this Section: (i) the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (ii) the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (iii) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party’s prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 24.Termination a. Termination for Default. Subject to the right to cure contained in Section 22.b., either party may terminate this Agreement in whole or in part, at any time that it determines that the other Party is in material default of its obligations under the Contract Documents. Termination for default is effective on the date specified in 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. Parties 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 the aggrieved Party in its sole discretion, that the other party 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 ATTY/AGR.2022.156/Granicus (Online agenda and meeting hosting and indexing) (Page 10 of 32)