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corrected by the Non -performing party to the reasonable satisfaction of the Claimant, the Claimant may terminate this Contract after a thirty (30) day written cure notice to the Non -performing party. C. Termination within Initial Two (2) Year Period. If this Contract is terminated by the CITY or its implementation is terminated or postponed by the CITY during the initial two (2) year period, for any reason other than breach by the CONTRACTOR or termination by Contractor, CONTRACTOR shall be entitled to receive a prorated share of its initial startup costs as specified in Attachment B, in addition to any Service fees owed the CONTRACTOR as described in Paragraph 18 — Rights upon Termination. 18.Rights upon Termination. A. If the CONTRACTOR is entitled to terminate this Contract or the CITY chooses not to continue the Contract for its convenience, the CONTRACTOR shall offer SANTA ANA an option, which must be exercised within thirty (30) calendar days after the Notice of Termination, to continue a conditional, uninterrupted, non-exclusive and non -transferable license to use the proprietary Software as necessary to support and administer SANTA ANA's Alarm Ordinance conditional on the payment of one-time transitional service and ongoing annual license, maintenance and support fees at the CONTRACTOR's then prevailing rates. B. If SANTA ANA terminates this Contract or if the CONTRACTOR terminates for cause, SANTA ANA, in addition to payment of false alarm collections owed to the CONTRACTOR based on the CONTRACTOR's billings through the date of termination, shall undertake good faith efforts to collect any Alarm Management Services fees and civil penalties for Ordinance violations billed, but not yet collected, as of the date of termination, in order to pay the CONTRACTOR, all amounts due the CONTRACTOR as a result of efforts engaged in by the CONTRACTOR on SANTA ANA's behalf. Good faith efforts include keeping the lock box open to receive payments, and continuing with the revenue sharing for billings through the date of termination. C. In the event that either party terminates this agreement, the CONTRACTOR agrees that all data collected under this agreement is part of SANTA ANA's permanent record and that all data, including historical records under the required retention time will be provided to SANTA ANA in an agreed upon data format within 30 days of the termination date. 19.Indemnification. A. The CONTRACTOR shall indemnify, hold harmless, and defend SANTA ANA, its elected and appointed officials, employees, agents and successors in interest from all claims, damages, losses and expenses including attorney's fees, arising out of or resulting, directly or indirectly, from the CONTRACTOR's (or CONTRACTOR's subcontractors, if any) performance or breach of the Contract provided that such claim, damage, loss, or expense is not caused by the negligent act or omission or willful misconduct of SANTA ANA or its elected and appointed officials and employees acting within the scope of their employment. This Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance requirements and shall survive the termination of this Contract. B. In the event that a claim is made against the CONTRACTOR, which arises out of the negligence or willful misconduct of SANTA ANA or any of SANTA ANA's employees, SANTA ANA shall indemnify the CONTRACTOR to the extent SANTA ANA is liable and authorized to do so under the law. 25D-9