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