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12. FINAL INVOICES
<br /> The City must submit final invoices to SCE no later than March 31, 2013.
<br /> 13. INDEMNITY
<br /> 13.1. Indemnitv by the City. The City shall indemnify, defend and hold harmless
<br /> SCE, and its respective successors, assigns, affiliates, subsidiaries, current and
<br /> future parent companies, officers, directors, agents, and employees, from and
<br /> against any and all expenses, claims, losses, damages, liabilities or actions in
<br /> respect thereof (including reasonable attorneys' fees) to the extent arising from (a)
<br /> the City's negligence or willful misconduct in the City's activities under the Program
<br /> or performance of its obligations hereunder, or (b) the City's breach of this
<br /> Agreement or of any representation or warranty of the City contained in this
<br /> Agreement.
<br /> 13.2. Indemnit~by SCE. SCE shall indemnify, defend and hold harmless the City,
<br /> and its respective successors, assigns, affiliates, subsidiaries, current and future
<br /> parent companies, officers, directors, agents, and employees, from and against any
<br /> and all expenses, claims, losses, damages, liabilities or actions in respect thereof
<br /> (including reasonable attorneys' fees) to the extent arising from (a) SCE's
<br /> negligence or willful misconduct in SCE's activities under the Program or
<br /> performance of its obligations hereunder or (b) SCE's breach of this Agreement or
<br /> any representation or warranty of SCE contained in this Agreement.
<br /> 13.3. LIMIT
<br /> ATION OF LIABILITY. N
<br /> O PARTY SHALL BE LIABLE TO THE
<br /> OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL
<br /> DAMAGES WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING
<br /> NEGLIGENCE) OR STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO,
<br /> LOSS OF USE OF OR UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS
<br /> OF REVENUE OR ANTICIPATED PROFITS, COST OF REPLACEMENT POWER 'i
<br /> OR CLAIMS FROM CUSTOMERS, RESULTING FROM A PARTY'S
<br /> PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS
<br /> HEREUNDER, OR IN THE EVENT OF SUSPENSION OF THE AUTHORIZED
<br /> WORK OR TERMINATION OF THIS AGREEMENT.
<br /> 14.OWNERSHIP OF DEVELOPMENTS
<br /> The Parties acknowledge and agree that SCE, on behalf of its Customers, shall own all
<br /> data, reports, information, manuals, computer programs, works of authorship, designs or
<br /> improvements of equipment, tools or processes (collectively "Developments") or other
<br /> written, recorded, photographic or visual materials, or other deliverables produced in the
<br /> performance of this Agreement; provided, however, that Developments do not include
<br /> equipment or infrastructure purchased for research, development, education or
<br /> demonstration related to energy efficiency. Although the City shall retain no ownership,
<br /> interest, or title in the Developments except as may otherwise be provided in this
<br />
<br /> Agreement, it will have a permanent, royalty free, non-exclusive license to use such
<br /> Developments.
<br /> ENERGY LEADER PARTNERSHIP PROGRAM AGREEMENT 14
<br /> 25G-16
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