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11. PATENT. COPYRIGHT AND TRADE SECRET INFRINGEMENT. 11.1 Intellectual Property Indemnity. Subject to the terms and conditions of this Agreementt Granicus will defend any suit brought by a third party against Client to the extent based on a claim that the Granicus Software infringes any United States patent, copyrightt trade secret or trademark, and Granicus will pay any final judgment rendered on, or settlement agreed to in writing by Granicus with respect to, such claim. These obligations are contingent upon Client promptly notifying Granicus in writing of any claims or threatened claims, Granicus having sole control over the defense and all negotiations for settlement of any such claim, and Client giving all reasonable assistance to Granicus in the defense and settlement of the claim. These obligations are fmther subject to Client being in compliance with its payment obligations under this Agreement. Granicus will not be responsible for any settlement it does not approve in writing. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NON INFRINGEMENT, WHICH ARE DISCLAIMED. 11.2 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretiont (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and celtify to such destluction of) all copies of the Granicus Software in Client's possession 01' control, if any, Granicus will refund to Client aU license fees paid by Client under the current Agreement. 11.3 Limitations of Indemnity. Granicust obligations under Section II do not apply to any claims, damages or liabilities arising out of or relating to any of the following ('~Excluded Claims"): (i) the combination of the Granicus Software with any other software, products, hardware, component, process or material not obtained from Granicus; (ii) any modification to the Granicus Software (unless made by Granicus) if the alleged infringement arises from such modification; (iii) use of the Granicus Software in a manner not permitted by or in breach of this Agreement; (iv) Client's failure to use replacement or modified Granicus Software that provides substantially similar functionality as the original Granicus Software and the replacement or modified Granicus Software would have rendered the Granicus Software noninfringing; or (v) Granicus' compliance with Client's instructions, specifications or requirements. Client will indemnify and hold harmless Granicus with respect to any and all Excluded Claims. 12. MISCELLANEOUS. 12.1 Insurance Requirements. Granicus understands and agrees to comply with the standards and requirements that Client has set forth in the Insurance Requirements listed in Exhibit E. 12.2 Export Restrictions. The parties will comply with all applicable laws, tules and regulations, including export lawst in its performance under this Agreement. In particular, Client acknowledges and agrees that the Graniclls Software and other materials provided by Granicus are subject to regulation by U.S. Government agencies and other governmental authol'itiest and Client agrees not to directly or indirectly export, re-export or import any such materials without first obtaining all required licenses and permissions. GRANICUS. INC. SERVICE AOREEMENT 8 V crsiOI1 4.1.2