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requirements and limitations in this Agreement) of any Tyler Software Product, documentation <br />and/or data provided or developed by Tyler in connection with the services and Tyler Software <br />Products included in this Agreement. This obligation by Tyler will not be limited because of the <br />specification of any particular insurance coverage required under the Agreement. <br />b) City's Obligations. Tyler's obligations in this subsection are contingent on the City performing all <br />of the following in connection with any claim as described herein: <br />i. Promptly notifying Tyler in writing of any such claim it receives; <br />ii. Giving Tyler reasonable cooperation, information, and assistance in connection with the <br />claim; and <br />iii. Consenting to Tyler's sole control and authority with respect to the defense, settlement or <br />compromise of the claim. <br />c) Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the claim of <br />infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: <br />i. City's unapproved use of a previous version of a Tyler Software Product and the claim <br />would have been avoided had the City used the current version of the Tyler Software <br />Product; <br />ii. City's combining the Tyler Software Product with devices or products not provided or <br />approved by Tyler; <br />iii. Use of a Tyler Software Product in applications, business environments or processes for <br />which the Tyler Software Product was not designed or contemplated, and where use of the <br />Tyler Software Product outside such application, environment or business process would <br />not have given rise to the claim; <br />iv. Corrections, modifications, alterations or enhancements that City made to the Tyler <br />Software Product and such correction, modification, alteration or enhancement is <br />determined by a court of competent jurisdiction to be a contributing cause of the <br />infringement; <br />v. Use of the Tyler Software Product by any person or entity other than City or City's <br />employees; or <br />vi. City's willful infringement, including City's continued use of the infringing Tyler Software <br />Product after City becomes aware that such infringing Tyler Software Product is or is likely <br />to become the subject of a claim hereunder. <br />d) Remedy. <br />i. In the event a Tyler Software Product is, by a court of competent jurisdiction, finally <br />determined to be infringing and its use by City is enjoined, Tyler will, at its election: <br />(a) Procure for City the right to continue using the infringing Tyler Software <br />Product(s); <br />(b) Modify or replace the infringing Tyler Software Product(s) so that they become <br />non - infringing; or <br />Tyler Financial And Human Resources Software Application Systems Agreement 2013 <br />M <br />