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10. Licensoe's entire liability and Licensee's sole and exclusive remedy for breach of the foregoing warranty shall be, at Licensor's option, to: • Return to Licensee the maintenance fee for the period in which the Software did not perform according to this warranty, or • Repair the defects or • Replace the Software. Licensor shall indemnify, hold harmless, and defend, with counsel acceptable to Licensee, the Licensee (including its elected officials, officers, agents and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney's fees) resulting or arising from performance, or failure to perform, under this Agreement. Claims which trigger L.icensor's responsibility under this Section shall include any claims that the Software resulting from the provision of Services pursuant to the attached Exhibit A Scope of Services infringes any patent, trademark, service mark, copyright, or accidental or intentional violation of a trade secret or other intellectual property of a third party not included in this Agreement. Licensor shall, in its reasonable judgment and at its option and expense: (i) obtain for the Licensee the right to continue using the Software; or (ii) replace or modify the Software so that it becomes non - infringing while giving equivalent performance. Licensor shall not have any liability for a claim alleging that any Software infringes a patent or copyright if the alleged infringement was developed based on information furnished by the Licensee or if the alleged infringement is the result of a modification made by the Licensor, at the direction of the Licensee or with Licensee approval. Licensee shall be responsible for maintaining appropriate licenses for software not provided by Licensor. Licensee shall indemnify, hold harmless, and defend, with counsel acceptable to Licensor, the Licensor (including its officers, agents and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney's fees) resulting or arising from or incurred in connection with, Licensee's use or reproduction of the Software pursuant to this Agreement. Should any claim subject to indemnity be made against Licensor or Licensee, the parry against whom the claim is made agrees to provide the other party with prompt written notice of the claim. The indemnifying party will control the defense and settlement of any claim with respect to which it has a duty to indemnify under this Section provided that such a settlement does not include any admission of liability on behalf of the indemnified party. The indemnified party agrees to cooperate with the indemnifying party and provide reasonable assistance in the defense and settlement of such claim. The indemnifying party is not responsible for any costs incurred or compromise made by the indemnified party unless the indemnifying party has given prior written consent to the cost or compromise. 11. LIMITATION OF LIABILITY In no event shall Licensor be liable for any indirect, special., incidental, or consequential damages in connection with this Agreement or the performance or failure to perform under this Agreement, even if advised of the possibility of such damages. To the extent permitted by law, L,icensor's total aggregate liability in connection with any cause of action, costs or damages relating to this Agreement shall not exceed the annual fee received by Licensor from Licensee in the twelve (l2) months period preceding the event giving rise to the claim. Coplogic— DORS Setup and Subscription License Agreement (AST I 1 20.15)