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Contractor's right to be paid for its time and materials expended prior to notification <br />of termination. <br />6. INDEMNIFICATION; DISCLAIMERS; LIMITATION OF LIABILITY <br />A. Contractor agrees to and shall indemnify and hold harmless the City, its officers, <br />agents, employees, Contractors, special counsel, and representatives from liability <br />arising from any third party claim (a "Claim ") for personal injury, damages, j List <br />compensation, restitution, judicial or equitable relief, to the extent the same are <br />directly and proximately caused by Contractor's breach of this Agreement or the <br />gross negligence or willful misconduct of the Contractor or its contractors, <br />subcontractors, agents, employees, or other persons acting on their behalf which <br />relates to the set-vices described in section 1 of this Agreement. The Contractor <br />further agrees to pay all reasonable costs for the defense of the City, including <br />fees and costs for legal counsel to the extent attributable to any Claim. City may <br />make all reasonable decisions with respect to its representation in any legal <br />proceeding; provided, however, that Contractor shall not be responsible for the <br />fees and costs for separate legal counsel retained by the City regarding any Claim. <br />The indemnification obligation set forth in this paragraph shall be subject to the <br />limitations set forth in this Section 6, <br />B. THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE <br />THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY <br />CONTRACTOR. THERE ARE NO OTHER WARRANTIES OR <br />REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT <br />LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A <br />PARTICULAR PURPOSE OR NONNFRINGEMENT. THE CONTRACTOR <br />TECHNOLOGY IS PROVIDED TO CITY ON AN "AS IS" AND "AS <br />AVAILABLE" BASIS. CITE' IS SOLELY RESPONSIBLE FOR <br />DETERMINING WHETHER TIME SUBSCRIPTION SERVICES ARE <br />SUITABLE FOR CITY'S PURPOSES. CONTRACTOR DOES NOT <br />WARRANT THAT USE OF THE CONTRACTOR TECHNOLOGY WILL BE <br />ERROR -FREE OR UNINTERRUPTED. CONTRACTOR MAKES NO <br />WARRANTY THAT THE CONTRACTOR TECHNOLOGY COMPLIES <br />WITH THE LAWS OF ANY JURISDICTION OUTSIDE THE UNITED <br />STATES. <br />C. Except with regard to liability for the indemnity obligations under this Section 6 <br />with respect to indemnification claims arising from the breach by Contractor of <br />third party intellectual rights or City's breach of Section l of Exhibit A, in no <br />event will either party's aggregate liability exceed the Subscription Fees required <br />to be paid by the City to Contractor during the twelve (12) month period ending <br />on the date on which the relevant claim is submitted. In no event will either party <br />be liable for any indirect, special, incidental, consequential damages of any type <br />or [rind (including, without limitation, loss of data, revenue, profits, use or other <br />economic advantage). <br />25B -5 <br />