VERSATERM PUBLIC SAFETY US, INC. (2)

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Docusign Envelope ID:EBOF4108-19FB-44BO-8388-21F424553A38 jurisdiction on account of such infringement together with all reasonable costs and expenses (including reasonable legal fees as determined by courts of competent jurisdiction) incurred by Customer Indemnitee as a direct result of such Claim, provided Versaterm is given: (i) prompt written notice, however, no later than ten (30) days, of the Claim; (ii) all reasonable information and assistance, at Versaterm's expense, which it may require to defend the Claim; (iii) sole control of the defense of the Claim, and all negotiations for its settlement or compromise, except that Customer's express prior written consent shall be required for any such settlement or compromise; and provided further: (iv) that the alleged infringement does not result from any alterations, modifications or enhancements to the Software or Documentation made by Customer or on its behalf by a third-party, or the use or operation of the Licensed Materials in combination with other software, products, data, apparatus or equipment not provided by Versaterm. (b) Notwithstanding anything to the contrary in this MSA or any Service Schedule, Versaterm shall not be responsible for any cost, expense or compromise incurred or made by Customer in respect of a Claim without Versaterm's express prior written consent. (c) If any Claim has occurred, or in Versaterm's opinion is likely to occur, Versaterm may, at its option and expense: (i) procure for Customer the right to continue using the applicable Licensed Materials; (J) replace or modify the same so that it becomes non-infringing without loss of material functionality; or (iii) if none of the foregoing alternatives is reasonably available, or available on commercially reasonable terms, at Versaterm's discretion, discontinue the Service and use of the Software and refund to Customer any pre-paid and unused portion of the Fees paid by Customer in respect of use of the Software for the remainder of the then-current portion of the Term. (d) Notwithstanding the above Versaterm shall have no obligation for any Claim based upon Third Party Components, which are warranted solely by the individual Third Party Supplier. (e) This Section 13 states the entire obligations of Versaterm with respect to any infringement of any Intellectual Property Rights of any third party. (f) Versaterm's Other Indemnity (i) Versaterm shall indemnify and hold harmless the Customer, its City Council, officers, officials, agents, and employees (each, a Customer Indemnitee) from and against damages directly arising out of Versaterm's performance or failure to perform under this Agreement, material breach of this Agreement, or from the gross negligence, willful misconduct, or fraud of Versaterm, its employees, or agents. September 2024—v404O92024 Page 12 of 24