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REV: 02-25-26 LF any other request for compensation, at Provider’s expense and to indemnify and hold the City harmless from any losses, costs, penalties, fines, damages or harm, including attorney’s fees and legal expenses, incurred as a result of, or in any way arising out of, or on account of such assertion. Without the City’s prior written approval, Provider shall not accept any liability on the City’s behalf for the infringement, nor shall Provider reach a settlement that from the City perspective impairs the value or usefulness of the work that is the subject of the alleged infringement. Provider will also pay all damages, penalties, and costs that by final judgment, settlement or other resolution are assessed against the City due to such alleged or proven infringement and reimburse the City for any direct damages suffered by the City as a result of the alleged infringement, including but not limited to attorney’s fees. Should Provider find, or be found, to have 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. 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 the City validly terminates this Agreement, the City shall have the right to elect to (i) continue use of the Software for the remainder of the period in which City has paid the license or subscription fee to Provider; or (ii) discontinue use of such Software in exchange for a proportional refund of such license or subscription fee. 23. Indemnification. To the fullest extent permitted by law, Provider shall defend, indemnify and hold the City, its Council, members of the Council, employees, and authorized volunteers free and harmless from any and all third-party claims, demands, causes of action, costs, expenses, ATTY/AGR.2026.050/ICHI Plan, Inc. (AI enabled Software Solution) (Page 10 of 31)