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09/17/2049 11:11 9296443324 FINANCE PAGE 05 <br />its officers, directors and employees, frotxt and against axay lasses, damages and expenses <br />(including lawyers' fees) atising out of or relating to any third party ciairns made agaiztst Granicus <br />based on Client's use of the Granioits Solution itcluding, without lim~itatiozr, any claims that Client <br />has copied, distributed or transmitted any image files in violation of any third party's rights ax has <br />directly or indirectly ezcported or transnTitted the Content in violation of any applicable export <br />restrictions. Granicus agrees to indemnify, defend and hold harmless Client, its offteers, dixrxtoxs, <br />ageztts and employees, from and against any losses, damages and expenses (including lawyers' <br />fees) arisitsg out of or relating to any third party claims made against Client based on any act or <br />anussion by C-n•araicus, its agents, or etxzployees in the performance of this Agreement. <br />5. TRADEMAR~OWNER5HIP. Granicus and Client's Trademarks axe listed in the <br />Trademark Information exhibit attached as Exhibit D. <br />(a) The Client shall retain all right, title and interest in and to its Trademarks, <br />including any goodwill associated therewith, subject to the limited license ranted to <br />Granicus, Inc. pursuant to Section 6 hereof. All goodwill arising front use of Client's <br />Trademarks is solely for Client's benefit. Upon arty terntzrtatiorn of this Agreement, <br />Crranicus's right to use Client's Trademarks pursuant to this Sectioxt 6 textnirtates. <br />(b} Granicus, Izac. shall retain all right, title arxd interest in and to the Granicus, <br />li~c. Trademarks, irteluding arty goodwill associated therewith, subject to the limited <br />license granted to the Client pursuant to Sectiaz~ b ttexeof'. Upon any termination of this <br />Agreement, Client's right to use Gtanicus' Trademarks pursuant t4 this Section 6 <br />terrrtinateS. <br />(c) Each party graxtts to the other anon-exclusive, nan-transferable (other than <br />as provided in Section 8 hexeofj, limited license Ca use the other panty's Trademarks as is <br />reasonably necessary to perform its obligations under this Agreement, pxovided t>;xat any <br />promotional materials eozttainizrg the other party's tzademazks shall be subject to the prior <br />written approval of such other party, which approval shall not be uraxeasoztablf withheld. <br />(d) ~Teitlter party shall use the otter party's Trademarks in a manner that <br />disparages the other party or its products or services, ox portrays tYte other party ox its <br />products or services in a false, competitively adverse or poox light. Each party shall take <br />commercially reasonable efforts to comply with the other party's requests as to the use of <br />the other party's Trademarks and shall avoid any action that diminishes the value of such <br />Trademarks. <br />(e) The parties agree that Granicus has the right to mention the parties' <br />relationship and to use Client's Trademarks including its name and logo in marketing to <br />client and prospective eliertts, attd to list Client as a customer on the Granicus website(s). <br />7. SECURITY: LIMITATION OF Y~~ <br />7.1 Security. of Data. Cxraaieus will take coxxtzxtexcially reasonable efforts to protect <br />and control access to Client Content hosted as part of the Managed Services. However, Client will <br />be responsible for the creation and protection of its usezzxamc and password for accessing the <br />Granicus Solution. <br />7.2 Warraxt~ Disclaimer. IrXCEPT AS EXPRESSLY PROVIDED I;IER,EIN, <br />Gt~tcc,s, IAiC. St:tivrc~e AGR6EMENf 4 vtrs~on a.o. t <br />