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use, and to authorized others to use, for Federal Government purposes: (1) the copyright
<br />of any work developed under the Subgrant or this Agreement; (2) any rights of copyright
<br />to which EMPLOYER purchases ownership with Subgrant proceeds; (C) the patent for
<br />any invention developed under the Subgrant or this Agreement; and (D) any rights in any
<br />patent to which EMPLOYER purchases ownership with Subgrant proceeds.
<br />6. INSURANCE
<br />EMPLOYER shall procure and maintain for the duration of the Agreement insurance
<br />against claims for injuries to persons or damages to property which may arise from or in
<br />connection with the performance of the work hereunder and the results of that work by the
<br />EMPLOYER, his agents, representatives, employees or subcontractors, as detailed in Insurance
<br />Requirements - Exhibit F, attached hereto and incorporated herein by this reference.
<br />INDEMNIFICATION
<br />-- - EMPLOYER agrees to defend, and shall indemnify and hold harmless the CITY, its
<br />officers; agents, employees, contractors, special counsel, and representatives from liability: (1)
<br />--_ for personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which may
<br />arise from the negligent operations of the EMPLOYER, its subcontractors, agents, employees, or -
<br />other persons acting on its behalf which relates to the services described in section 1 of this
<br />-_ Agreement; and (2)_from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. -
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />- compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The EMPLOYER further agrees to indemnify, hold harmless, and pay all
<br />- costs for the defense of the CITY, including fees and costs for special counsel to be selected by
<br />- the CITY; regarding any action by a third party challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. CITY may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent EMPLOYER services are subject
<br />to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br />Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the EMPLOYER.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />EMPLOYER shall defend and indemnify the CITY, its officers, agents, representatives,
<br />and employees against any and all liability, including costs, for infringement of any United
<br />States' letters patent, trademark, or copyright infringement, including costs, contained in the
<br />work product or documents provided by EMPLOYER to the CITY pursuant to this Agreement.
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