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License Agreement attached hereto as Attachment H. The City acknowledges that all rights not specifically granted to City herein are reserved to Vendor, including without limitation all copyrights, trademark rights, patent rights or other intellectual property rights in the System and any of the components included therein. ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will end upon the Vendor's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 7.2 or 7.3 below. 7.2 This Agreement may be terminated by either party upon thirty (30) calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. In the event one party fails to perform, the other party will provide the non-performing party with a thirty (30) calendar day written notice of issues falling under this Section and allow the non-performing party to cure the problems to the satisfaction of the other party prior to its issuance of a notice to terminate. 7.3 This Agreement may be terminated at will by City upon (30) calendar days prior written notice to the Vendor. This Agreement may be terminated at will by the Vendor upon (120) calendar days prior written notice to the City. 7.4 In the event of termination as provided in this Article, the Vendor will be compensated for all services performed to termination effective date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the Vendor's delivering to the City all information and materials developed or accumulated by the Vendor in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items may be itemized and included in the invoice and will be borne by the City. ARTICLE 8 INSURANCE AND INDEMNITY 8.1 The Vendor will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional acts or omissions of the Vendor, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims demands and causes of action for personal injuries, death or damages to property. This obligation by Vendor will not be limited by reason of the specification of any particular insurance coverage in this Agreement. Advanced Metering Infrastructure Agreement Page 19