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2. KCC maintains workman's compensation insurance through the Arizona State Compensation Fund, which meets
<br />all requirements of Arizona labor law.
<br />D. Additional Insurance.
<br />Customer is advised that the costs of any additional insurance or surety bonds, mandated or required to be carried by KCC
<br />as an effect of local codes, ordinances, regulations, procurement policies or other customs, are the responsibility of the
<br />customer and will be billed as an additional cost item if Customer requires these to be secured under this contract.
<br />Article IX. MODIFICATIONS
<br />This Agreement may only be modified by a written amendment signed by persons duly authorized to enter into contracts
<br />on behalf of Customer and KCC.
<br />Article X. WAIVER
<br />The failure of either party of this Agreement to take affirmative action with respect to any conduct of the other, which is in
<br />violation of the terms of this contract, shall not be construed as a waiver thereof, or of any future breach or subsequent
<br />wrongful conduct.
<br />Article XI. INDEMNIFICATIONS
<br />A. General.
<br />KCC shall indemnify, defend, to the extent not prohibited by law, and hold harmless Customer, its officers, employees,
<br />agents and representatives, from any and all claims, demands, suits, actions, proceedings, loss, cost, and reasonable at-
<br />torney's fees and/or litigation expenses arising or alleged to have arisen out of any act, omission, professional error, fault,
<br />mistake, or negligence of KCC, its employees, agents, representatives, or subcontractors, their employees, agents, or rep-
<br />resentatives in connection with or incidental to the performance of this Agreement. KCC's obligation under this section
<br />shall not extend to any liability caused by the sole negligence of the Customer, or its employees.
<br />B. SOFTWARE LICENSE RIGHTS OF KCC. Nothing contained herein shall give Customer any interest of any kind
<br />in the Software except the right to use the Software in accordance with the terms of this license.
<br />C. Patent and Copyright Indemnification
<br />1. Defense of Claims, Costs and Damages
<br />KCC will defend at its expense any action brought against the Customer to the extent that it is based on a claim that the
<br />Software, used within the scope of this license, infringes upon a United States patent or copyright, KCC will pay any casts
<br />and damages finally awarded in such suit or proceeding against the Customer which are attributable to such claim; pro-
<br />vided, prompt notice is given to KCC and KCC is allowed full control of the settlement of any such claim, and Customer
<br />provides all reasonable assistance at no cost to FAAC.
<br />2. Infringement
<br />Should the Software become, or in KCC's opinion be likely to become, the subject of a claim of infringement of a copyright
<br />or patent, KCC may at its option (i) procure for the Customer the right to continue using the Software, (ii) replace or modify
<br />the Software to make itnon-infringing while providing the same functionality, or (iii) if the right to continue cannot be rea-
<br />sonably procured or the Software cannot be reasonably replaced or modified, then terminate the license to use such Soft-
<br />ware and refund the purchase price of the software and the hardware whose operation depends on such software.
<br />D. Amount of Insurance.
<br />The amount and type of insurance required shall not in any way be construed as limiting the scope of the indemnification
<br />set forth above.
<br />Article XII. MISCELLANEOUS PROVISIONS
<br />A. Procurement Code.
<br />To the extent applicable, KCC agrees to abide by the provisions of the Customer's Procurement Code.
<br />B. Assignment or Subcontracting.
<br />No assignment of this Agreement or subcontract shall be made by KCC with any other party for furnishing any of the ser-
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