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PICTOMETRY at its own expense shall defend any action brought against Licensee to the extent that it is based on a claim that any Software Product used within the scope of the license hereunder infringes a patent or copyright, provided Licensee notifies PICTOMETRY promptly in writing of the action (and all prior claims relating to such action) after Licensee becomes aware of same, and PICTOMETRY has sole control of the defense and all negotiations for its settlement or compromise. In the event any Software Products become, or in the opinion of PICTOMETRY are likely to become, the subject of a claim of infringement of a patent or copyright, PICTOMETRY may at its option either secure the Licensee's right to continue using the Software Products, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to PICTOMETRY, discontinue the Software Product upon three month's written notice. Should PICTOMETRY discontinue use as described herein, Licensee shall be entitled to receive any and all software license fees paid to PICTOMETRY up to such time. 10. INSURANCE As long as this Agreement is in effect, Pictometry will carry a minimum of $1,000,000 of liability insurance including auto liability, insurance and workers' compensation insurance. The Licensee, their officers, agents, employees and volunteers are to be added as Additional Insured(s) on the liability insurance and Licensee is to receive a copy of insurance company endorsement(s) proving that has occurred. All insurance policies will provide Licensee with thirty-days (30) advance notice of cancellation or material reduction in coverage via certificate(s) of insurance. 11. GENERAL 11.1 Entire Agreement. This Agreement, which includes the attached Schedules, contains the entire agreement between the parties and supersedes all written or oral agreements, descriptions, representations, and understandings with respect to the subject matter hereof. Where differences occur between the main body of the Agreement and the attached Schedules, the Schedules shall supersede the Agreement. Licensee acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. Any modifications of this Agreement must be in writing and signed by a duly authorized officer of each party. 11.2 Rights of Others. This Agreement is solely intended to provide rights to and be enforceable by Pictometry and Licensee (including its Authorized Subdivisions). No other person, shall acquire or enforce any rights or any representations or warranties given under this Agreement. 11.3 Waiver. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. 11.4 Notices. All notices and demands hereunder shall be in writing and shall be delivered by personal service, mail, or confirmed facsimile transmission at the address of the receiving party set forth below (or at such different address as may be designated by one party by written notice to the other). All notices or demands by mail shall be sent by certified or registered United States mail, return receipt requested, and shall be deemed complete upon receipt. Page 10 of 12 0211 I0