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non-transferable, and non-sublicensable license during the Term to access and use the Services solely for City's internal business purposes. Notwithstanding anything to the contrary, Consultant may collect and analyze data and other information relating to the provision,use, and performance of the services and related systems and technologies, including data derived from Customer Data, provided that Consultant may use such data solely to operate, maintain, improve, and enhance the services and may disclose such data only in aggregated and/or de-identified form. Except as expressly set forth herein, nothing in this Agreement shall be deemed to transfer or grant either party any ownership interest in the other party's intellectual property. 6. INSURANCE Insurance requirements are attached hereto as Insurance Requirements -Exhibit D. 7. INDEMNIFICATION a. Consultant shall indemnify, defend, and hold harmless the City,its officers,employees, and agents from and against any claims, suits, or actions asserted by an unaffiliated third party for liabilities, damages, and costs, including reasonable attorneys' fees, to the extent arising out of: (i) any claim alleging that the Software infringes or misappropriates a third party's United States registered patent,trademark, or copyright (an "Infringement Claim"); or (ii) any third-party claim for bodily injury, personal injury, or death solely to the extent caused by the gross negligence or willful misconduct of Consultant in connection with the performance of its obligations under this Agreement. Consultant shall have sole control of the defense and settlement of any indemnified claim, provided that Consultant may not settle any claim in a manner that admits liability or imposes obligations on the City without the City's prior written consent, which shall not be unreasonably withheld, and provided that the City may participate with counsel of its own choosing at its own expense. The City shall provide reasonable cooperation and assistance in the defense of any claim, at Consultant's expense, and shall not settle or compromise any indemnified claim without Consultant's prior written consent. b. Consultant shall have no indemnification obligation to the extent a claim arises from: (a) unauthorized modification of the Software by the City; (b) customized portions of the Software designed in accordance with the City's written specifications; (c) use of the Software in combination with products, services, or components not provided by Consultant; or(d)workflows, analytic applications, algorithms, or other programming built by or on behalf of the City without Consultant's approval, in each case where the Software would not be infringing but for such circumstances. c. If the Software becomes, or in Consultant's reasonable opinion is likely to become,the subject of an Infringement Claim, Consultant may, at its sole option and expense: (a) procure the right for the City to continue using the Software; (b) replace or modify the Software to make it non-infringing while maintaining substantially similar functionality; or(c)if neither option is commercially reasonable,terminate the affected Software and refund any prepaid, unused fees for the remaining subscription term. Page 3 of 8 #2166820v2