Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 20 of 41 this can be done without significant loss of functionality. If neither of the foregoing options is available to Harris on commercially reasonable terms, Harris may terminate Organization’s use of the Cayenta Offerings. Harris will provide Organization with reasonable written notice of such third-party claim. 17.2 Intellectual Property Indemnity. (a) In the event of an IP Claim, Harris shall, at its expense, defend and indemnify Organization and pay any amounts finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by Harris in advance, provided that: (i) Organization gives Harris prompt written notice of any such IP Claim and full opportunity to defend the same; (ii) Organization has not made any admissions or entered into any settlement negotiations either prior to or after providing notice to Harris of the applicable IP Claim except with Harris’ prior written consent, (iii) Harris has sole control of the defense of any IP Claim and associated proceedings and all negotiations for its compromise or settlement; and (iv) Organization assists and provides information to Harris throughout the IP Claim and associated proceeding. (b) Harris’ liability for any IP Claim under this Section 17.2 shall be reduced to the extent such IP Claim arises from: (i) combination, integration or use of the Software with software, or other services not approved by Harris where such IP Claim would not have arisen but for such combination, integration or use; (ii) use of the Software other than in compliance with this Agreement; or (iii) use of the Software after notice from Harris that Organization should cease use due to possible infringement. (c) Any breach by Organization of its covenants under this 0 shall nullify this indemnity but not the sole right of Harris to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that the Organization’s use of the Software is finally held to be infringing or Harris deems that it may be held to be infringing, Organization agrees that the only remedies available to it are as follows: (i) Harris, may at its election, procure for the Organization the right to continue use of the Software; (ii) Harris may, at its election, modify or replace the Software so that it becomes non- infringing; or (iii) Organization may terminate this Agreement on written notice to Harris if neither (i) or (ii) are acceptable to Organization. (d) The foregoing states Harris' entire liability, and the Organization’s exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade-mark, trade secret or other intellectual property and property interest rights relating to the Software, or any part thereof or use thereof. (e) The indemnity provisions of this 0 shall not apply to any Third-Party Products and the Organization agrees to release Harris from any obligations related to such Third-Party Products. 17.3 THE RIGHTS AND REMEDIES PROVIDED IN THIS ARTICLE XVII CONSTITUTE HARRIS’ ENTIRE OBLIGATION AND ORGANIZATION’S SOLE AND EXCLUSIVE REMEDIES CONCERNING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION BY THE SOFTWARE. ARTICLE XVIII GENERAL