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Licensee, the Licensee (including its elected officials, officers, agents and employees) <br />from and against any and all claims (including all litigation, demands, damages, <br />liabilities, costs, and expenses, and including court costs and attorney's fees) resulting <br />or arising from performance, or failure to perform, under this Agreement. <br />Claims which trigger Licensor's responsibility under this Section 10 shall include any <br />claims that the Software resulting from the provision of Services pursuant to the <br />attached Exhibit A Scope of Services infringes any patent, trademark, service mark, <br />copyright, or accidental or intentional violation of a trade secret or other intellectual <br />property of a third party not included in this Agreement. Licensor shall, in its <br />reasonable judgment and at its option and expense: (i) obtain for the Licensee the <br />right to continue using the Software; or (it) replace or modify the Software so that it <br />becomes non - infringing while giving equivalent performance. Licensor shall not <br />have any liability for a claim alleging that any Software infringes a patent or <br />copyright if the alleged infringement was developed based on information furnished <br />by the Licensee or if the alleged infringement is the result of a modification made by <br />the Licensor, at the direction of the Licensee or with Licensee approval, Licensee <br />shall be responsible for maintaining appropriate licenses for software not provided by <br />Licensor, <br />Licensee shall indemnify, hold harmless, and defend, with counsel acceptable to <br />Licensor, the Licensor (including its officers, agents and employees) from and against <br />any and all claims (including all litigation, demands, damages, liabilities, costs, and <br />expenses, and including court costs and attorney's fees) resulting or arising from or <br />incurred in connection with, Licensee's use or reproduction of the Software pursuant <br />to this Agreement. <br />Should any claim subject to indemnity be made against Licensor or Licensee, the <br />party against whom the claim is made agrees to provide the other party with prompt <br />written notice of the claim. The indemnifying party will control the defense and <br />settlement of any claim with respect to which it has a duty to indemnify udder this <br />section I0. The indemnified party agrees to cooperate with the indemnifying parity <br />Coplogic — 1:70415 Setup and License Agreement 5 <br />