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11. Term;Termination of Agreement of information helpful to the Contractor in <br /> defending the City against such a claim or suit The <br /> (a) The term of the Agreement begins on the City retains the right to offset against any amounts <br /> effective date established on the first page of the owed the Contractor any such monies expended by <br /> Letter Agreement and will end upon the Contractor's the City in defending itself against such claims. <br /> completion, and the City's acceptance of all services Should a court order be issued restricting the City's <br /> described in the Agreement unless the Agreement is use of any product at the City's sole option, the <br /> terminated under subsections(b)or(c)below. Contractor will, at the Contractor's sole expense(3) <br /> refund all monies paid to the Contractor by the City <br /> (b) The Agreement may be terminated by the City for the product(s)subject to the court order. <br /> upon 15 calendar days prior written notice and by the <br /> Contractor upon 30 calendar days prior written notice b) The Contractor, at its own expense will <br /> should the other party fail substantially to perform in indemnify, hold harmless and defend the City and <br /> accordance with its terms through no fault of the its employees, agents, officers and servants from <br /> party initiating the termination. The Contractor will any and all lawsuits, claims,demands and causes of <br /> provide the City with at least a 30 calendar day period action of any kind arising solely from the negligent <br /> of opportunity to cure before the Contractor initiates or intentional wrongful acts errors or omissions of <br /> termination. the Contractor, its officers, employees or agents. <br /> This will include, but not be limited to, the amounts <br /> (c) The Agreement may be terminated for of judgments, penalties, interest, court costs, <br /> convenience and without cause by the City upon at reasonable legal fees, and all other expenses <br /> least 15 calendar days prior written notice to the incurred by the City arising in favor of any party, <br /> Contractor. including the amounts of any damages or awards <br /> resulting from claims demands and causes of action <br /> (d) In the event of termination as provided in this for personal injuries, death or damages to property <br /> Section, the Contractor will immediately discontinue alleged or actual infringement of patents, <br /> any and all services under the Agreement as directed copyrights, and trademarks and without limitation <br /> by the City. The Contractor will be compensated for by enumeration, all other claims, demands, or <br /> all services performed to the termination date which causes of action of every character occurring, <br /> are deemed by the City to be in accordance with the resulting, or arising solely from any negligent or <br /> Agreement. This amount will be paid by the City intentional wrongful act, error or omission of the <br /> upon the Contractor's delivering to the City all Contractor and/or its agents and/or employees. This <br /> information and materials developed or accumulated obligation by the Contractor will not be limited <br /> by the Contractor in performing the services because of the specification of any particular <br /> described in the Agreement, whether completed or in insurance coverage required under this Agreement. <br /> progress. The expense of the reproduction of these <br /> items will be borne by the City. (c) The Contractor will procure and maintain at its <br /> own expense insurance with insurance companies <br /> 12. Indemnification and Insurance authorized to do business in the State of Texas, <br /> covering all operations under the Agreement,whether <br /> (a) The Contractor, at its own expense, will performed by the Contractor or its agents, <br /> completely and entirely hold harmless, indemnify subcontractors or employees. Before commencing <br /> and defend the City from any claim or suit brought the work the Contractor will furnish to the City a <br /> against the City involving an alleged violation of certificate or certificates in a form satisfactory to the <br /> patents or copyrights resulting from the City, showing that the Contractor has complied with <br /> Contractor's or the City's use of any software, this paragraph. All certificates will provide that the <br /> documentation and/or data provided or developed policies will not be canceled until at least 30 calendar <br /> by the Contractor in connection with the services days prior written notice has been given to the City. <br /> and products described in the Agreement The City Failure of the Contractor to demand a certificate or <br /> will provide the Contractor with a written notice of other sufficient evidence of full compliance with <br /> any such claim or suit. The City will assist the these insurance requirements or failure of the <br /> Contractor, in reasonable ways, in the preparation Contractor to identify a deficiency from the evidence <br /> 3 <br />