Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 19 of 41 (c) Organization complies with all applicable privacy legislation as of the Effective Date in the performance of its obligations hereunder in respect of any Organization Data collected, used, transferred, created or disclosed pursuant to this Agreement; and (d) Organization will not provide Harris with data of any kind which Harris does not require or that which Harris does not have the right to collect, use and store under the terms of this Agreement. 16.2 Business Contact Information. Harris’ third-party service providers and its affiliates, and their contractors and sub-processors, may, wherever they do business, store and otherwise process business contact information of Organization and its Users, being primarily name, business telephone, address, email, and User IDs for business dealings. Where notice to or consent by individuals is required by applicable law for such storage or processing, Organization will deliver the required notices and obtain the required consents. 16.3 Requests for Organization Data Pursuant to Applicable Laws. Both parties agree that the Organization Data may be subject to privacy laws providing for the owners of the Organization Data to review such Organization Data or to challenge the collection and storage of the Organization Data. Organization shall indemnify and reimburse Harris in relation to all reasonable fees and other disbursements paid by Harris to comply with such requests, whether by an individual or a government body, or to challenge such requests at either Harris’s or Organization’s request. Organization represents and warrants to Harris that as of the Effective Date no individual, government body or third party has requested a review of the Organization Data or challenged the collection and storage of the Organization Data to be stored by Organization through the Cayenta Offerings. 16.4 Organization Indemnification. Organization is solely responsible for its Organization Data, its use, and its Authorized User’s use, of the Cayenta Offerings in any way, and all legal liability arising out of or relating thereto. Organization shall defend, indemnify and hold Harris, it Affiliates and its third party service providers, if applicable, and each of their respective officers, directors, employees and agents (the “Indemnities”) harmless from and against any and all losses, costs, damages and expenses (including reasonable attorney’s fees) that the Indemnities may suffer in connection with any demands, claims, actions, suits or proceedings (“Losses”) arising out of or in connection with (i) the use of the Cayenta Offerings by Organization but not limited to any third- party claims that the inclusion, use, reference, incorporation of or linking to any third-party materials of the Organization Data violates such third party’s copyright and/or other intellectual property, privacy or other rights, or that such use is illegal. ARTICLE XVII INTELLECTUAL PROPERTY INFRINGEMENT AND INDEMNITY 17.1 Infringement Claims. In the event there is a third party claim against Organization alleging that Organization’s use of the Software in accordance with this Agreement constitutes an infringement of a Canadian or United States’ patent, copyright, trade-mark or trade secret or other intellectual property that is valid and enforceable in Organization’s jurisdiction (an “IP Claim”), or if Harris reasonably believes that an IP Claim is likely, Harris may stop delivery of such portion of the Software without liability for failure to deliver it. Harris will have the right, at its sole option, to obtain the right for Organization to continue use of the Software, or to replace or modify the affected portion of the Software so that it is no longer alleged or believed to infringe, provided that