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contributory with respect to insurance or self-insurance programs maintained by Client; and (c) contain standard separation of insured's provisions. 17.1.2. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 17.1.3. Worker's Compensation Insurance. In accordance with California state law, TriTech is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, TriTech agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 17.2 Upon execution of this Agreement, TriTech shall cause Client to be added as an additional insured to the above -described General Liability and business automobile policies. 18.0 COPYRIGHT & TRADE SECRET INFRINGEMENT 18.1 TriTech will at its expense defend against any claim, action or proceeding by a third party ("Action" herein) for infringement by the TriTech Software of copyright or trade secrets, provided that Client immediately notifies TriTech in writing of such Action and cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the TriTech Software, or (iv) modify or replace the TriTech Software so that it no longer infringes (as long as the functionality and performance described in the Specifications substantially remains following such modification or replacement.) Client may participate in the defense of such Action at its own expense. If TriTech concludes in its sole judgment that none of the foregoing options are commercially reasonable, and Client's use of the TriTech Software is permanently enjoined as a result of a judgment of a court of competent jurisdiction in such Action, then TriTech will return to Client the TriTech Software license fee(s) paid by Client under this Agreement less a prorated portion of said fee(s) for Client's use of the TriTech Software (calculated by multiplying the ratio of the number of months of actual Use in Live Operations to thirty-six (36) months times the license fees paid) and the licenses granted in this Agreement shall terminate. In addition, in the event such Action results in a money judgment against Client which does not arise, wholly or in part, from the actions or omissions of Client, its officers, directors, employees, contractors, agents, or elected officials, or a third party, TriTech will, subject to Section 16.0 herein, indemnify Client therefrom. 18.2 Notwithstanding the above, TriTech shall have no duty under this section 18.0 with respect to, and Client shall hold TriTech harmless from and against any claim, action or proceeding arising from or related to infringements (i) by System Software, Subcontractor Hardware or Software, or Equipment, (ii) arising out of modifications to the TriTech Software and/or Documentation not made by or under the direction of TriTech, (iii) resulting from use of the TriTech Software to practice any method or process which does not occur wholly within the TriTech Software, or (iv) resulting from modifications to the TriTech Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 25 of 104