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<br /> <br /> <br /> <br /> <br /> <br /> 16. INDEMNIFICATION OF INTELLECTUAL PROPERTY <br /> ATIMS shall indemnify and hold CITY, its agents and employees harmless from any loss, <br /> damage or liability for infringement of any United States patent right, copyright, trade secret or <br /> any other proprietary right with respect to the use of the items delivered hereunder, provided <br /> ATIMS is promptly notified in writing of any suit or claim against CITY and provided further that <br /> CITY permits ATIMS to defend, compromise or settle the same and gives ATIMS all available <br /> <br /> information, assistance and authority to enable ATIMS to do so. ATIMS indemnity as to use <br /> shall not apply to any infringement arising out of use in combination with other items where such <br /> infringement would not have occurred in normal use. This paragraph shall survive any expiration <br /> or termination of this Agreement. <br /> A. If such materials are found to infringe, or in the reasonable opinion of ATIMS are likely to <br /> <br /> be the subject of a claim, ATIMS will, at its option: <br /> • obtain for the CITY the right to use such materials; <br /> <br /> • replace or modify the materials so they become non-infringing; or <br /> <br /> • if neither (1) or (2) is reasonably achievable, remove such materials and refund their <br /> net book value based on a straight-line basis over a five (5) year period commencing <br /> on the date the allegedly infringing item(s) were first delivered to the CITY. <br /> <br /> B. ATIMS has no obligation to the extent any claim results from: <br /> <br /> • modification of the materials other than at the direction of ATIMS, or <br /> • use of an allegedly infringing version of the materials, if the infringement could have <br /> <br /> been avoided by the use of a different version made available to the CITY. <br /> C. This section states ATIMS's entire obligation to the CITY and the CITY'S sole remedy for <br /> any claim of infringement. <br /> <br /> <br /> <br /> <br /> <br /> 17. INSURANCE <br /> ATIMS shall provide at its own expense and maintain at all times while an annual support <br /> agreement is in effect the following insurance with insurance companies licensed in the State of <br /> California and shall provide evidence of such insurance to the CITY as may be required by the <br /> Risk Manager of the CITY. The Policies or certificates thereof shall provide that, thirty (30) days <br /> prior to cancellation or material change in the policy, notices of same shall be given to the Risk <br /> <br /> Manager of the CITY by registered mail, return receipt requested, for all the following state <br /> insurance policies. <br /> <br /> <br /> <br /> <br /> 25B-11 <br />