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Licenser's entire liability and Licensee's sole and exclusive remedy for breach of the foregoing <br />warranty shall be, at Licensoe's option, to: <br />Return to Licensee the maintenance fee for the period in which the Software did not perform <br />according to this warranty, or <br />Repair the defects or <br />• Replace the Software. <br />10. INDEMNITY <br />Licensor shall indemnify, hold harmless, and defend, with counsel acceptable to Licensee, the <br />Licensee (including its elected officials, officers, agents and employees) from and against any and all <br />claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including <br />court costs and attorney's fees) resulting or arising from performance, or failure to perform, under this <br />Agreement. <br />Claims which trigger Licensor's responsibility under this Section shall include any claims that the <br />Software resulting from the provision of Services pursuant to the attached Exhibit A Scope of <br />Services infringes any patent, trademark, service mark, copyright, or accidental or intentional <br />violation of a trade secret or other intellectual property of a third party not included in this <br />Agreement. Licensor shall, in its reasonable judgment and at its option and expense: (i) obtain for the <br />Licensee the right to continue using the Software; or (ii) replace or modify the Software so that it <br />becomes non - infringing while giving equivalent performance. Licensor shall not have any liability <br />for a claim alleging that any Software infringes a patent or copyright if the alleged infringement was <br />developed based on information furnished by the Licensee or if the alleged infringement is the result <br />of a modification made by the Licensor, at the direction of the Licensee or with Licensee approval. <br />Licensee 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 Licensor, the <br />Licensor (including its officers, agents and employees) from and against any and all claims (including <br />all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and <br />attorney's fees) resulting or arising from or incurred in connection with, Licensee's use or <br />reproduction of the Software pursuant to this Agreement. <br />Should any claim subject to indemnity be made against Licensor or Licensee, the party against whom <br />the claim is made agrees to provide the other party with prompt written notice of the claim. The <br />indemnifying party will control the defense and settlement of any claim with respect to which it has a <br />duty to indemnify under this Section provided that such a settlement does not include any admission <br />of liability on behalf of the indemnified party. The indemnified party agrees to cooperate with the <br />indemnifying party and provide reasonable assistance in the defense and settlement of such claim. <br />The indemnifying party is not responsible for any costs incurred or compromise made by the <br />indemnified party unless the indemnifying party has given prior written consent to the cost or <br />compromise. <br />It. LIMITATION OF LIABILITY <br />In no event shall Licensor be liable for any indirect, special, incidental, or consequential damages in <br />connection with this Agreement or the performance or failure to perform under this Agreement, even <br />if advised of the possibility of such damages. To the extent permitted by law, Licensoes total <br />aggregate liability in connection with any cause of action, costs or damages relating to this <br />Agreement shall not exceed the annual fee received by Licensor from Licensee in the twelve (12) <br />months period preceding the event giving rise to the claim. <br />Coplogic— DORS Setup and Subscription License Agreement (AST 11 20,15) <br />25E -5 <br />