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Page 16 of 31 Agreement that violates the privacy rights or the rights to Personally Identifiable Information of a third party. KARPEL SOLULTIONS’ INDEMNIFICATION: Karpel Solutions will at its own expense (including payment of attorneys' fees) defend Client in the event that any suit is brought against Client based on a claim that the Software directly infringes any valid U.S. Intellectual Property right and shall indemnify Client from any amounts assessed against Client in a resulting judgment or settlement of such claims. Karpel Solutions will not be liable for any cost or expense of defense Client incurs in connection with any such suit or claim, without Karpel Solutions’ prior and specific authorization and consent. Notwithstanding the foregoing, Karpel Solutions has no obligations under this Section in the event any infringement claim is solely or in part based upon or arising out of any modification or alteration to the Software not made by Karpel Solutions, (ii) any combination or use of the Software with products, hardware or services not supplied by Karpel Solutions or approved in writing by Karpel Solutions in advance of such combination, (iii) Client’s continuance of allegedly infringing activity after being notified of such activity, or after being informed of modifications that would have avoided the alleged infringement, (iv) Client’s failure to use corrections or enhancements made available by Karpel Solutions, (v) use of the Software not in accordance with the applicable Documentation or outside the scope of this Agreement, or (vi) the use of the Software in a manner for which it was neither designed nor contemplated. . The foregoing remedies constitute Client’s sole and exclusive remedies, and Karpel Solutions’ entire liability and obligation, with respect to any suit or claim for infringement or misappropriation of third- party Intellectual Property or other right by the license and/or use of the Software. Regardless of the foregoing provisions of section 10 and 11 of this agreement, Karpel shall fully indemnify Kittitas County for any claim, damages, defense, costs, verdicts, judgments, or awards including all attorney fees, court costs, and litigation expenses in the event Karpel suffers a data breach, Kittitas County’s Client Content and Confidential Information is exposed or released, someone is harmed thereby, and files suit for damages Karpel Solutions’ aggregate liability and obligation under this Section will not exceed the maximum amount insurance provides per occurrence. NOTIFICATION: The indemnification obligations set forth above will apply only if and to the extent (i) the indemnified party gives prompt written notice to the indemnifying party of the assertion of any such claims, demands, action or proceeding, (ii) the indemnifying party has the right to select counsel and control the defense and all negotiations for settlement thereof and (iii) the indemnified party provides all reasonable information, assistance and cooperation required to defend such claim, demand, action or proceeding. The indemnifying party shall not settle or dispose of any such claim, demand, action or proceeding without written notification to the indemnified party provided the settlement or disposal materially adversely impacts the indemnified party. 12. TERMINATION TERMINATION: Client may terminate this Agreement thirty (30) business days after it is has provided Karpel Solutions with written notice that it believes that Karpel Solutions has failed to perform under, or materially breaches, this Agreement and of the Client’s intent to terminate the Agreement. Thereafter, DocuSign Envelope ID: 3377D49A-96B6-494B-8513-80B50958A234