2024-541-E-Economic Dev-Chmura Economics & Analytics-FY24-25 JobsEQ Software Subscription

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7 7. Indemnification. (a) By Chmura. Chmura shall indemnify, defend and hold harmless Client and its Affiliates and their respective officers, directors, employees, and agents (the “Client Indemnitees”) from and against any loss, damages, expenses, and costs (including reasonable attorney’s fees and court costs) (collectively, “Losses”) suffered or incurred by the Client Indemnitees arising out of any threatened or actual claim, action or proceeding (“Claim”) that the Products or Client Indemnitees’ use thereof infringes a patent or copyright, or misappropriates a trade secret or otherwise violates the rights of a third party. The foregoing obligation does not apply to the extent that the alleged infringement or misappropriation arises from: (i) Client Systems or Client’s data or materials; (ii) third-party materials; (iii) access to or use of the Products in combination with any hardware, system, software, network, or other materials or service not provided by Chmura or specified for Client’s use in the Documentation; (iv) modification of the Products other than by or on behalf of Chmura; (v) failure to timely implement any modification, upgrades, replacements, or enhancements made available to Client by or on behalf of Chmura; or (vi) any allegation of facts that, if true, would constitute Client’s breach of this Agreement. Client shall promptly notify Chmura in writing of any Claim for which Client believes it is entitled to be indemnified pursuant to this Section 7(a). Chmura shall control the defense of any such Claim and, at its discretion, may enter into a stipulation of discontinuance and settlement thereof; provided that Chmura shall not enter any settlement that requires anything other than the payment of money without Client’s prior written approval. Client shall cooperate, at Chmura’s expense, with Chmura in any such defense and shall make available to Chmura all those persons, documents and things required by Chmura in the defense of any such Claim. Client may, at its expense, also assist in such defense with counsel of its own choosing. (b) Mitigation. If Chmura is required to indemnify the Client Indemnitees pursuant to Section 7(a) above, Chmura shall, at its option, either procure for Client the right to continue using the respective Product(s) or modify the respective Product(s) to permit Client to exercise its rights hereunder. If the foregoing options are not available, Chmura may terminate this Agreement and in such event shall refund to Client the pro rata portion of the annual Fees for the respective Product(s) for the remainder of the then-current term. (c) Sole Remedy. SECTIONS 7(A) AND 7(B) SET FORTH CLIENT’S SOLE REMEDIES AND CHMURA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PRODUCTS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. (d) By Client. Client shall indemnify, defend and hold harmless Chmura and its officers, directors, employees, and agents against any and all Claims and Losses suffered or incurred by Chmura to the extent that they arise out of Client’s or an End User’s use of the Products in a manner that violates the terms of this Agreement. Chmura shall control the defense of any such Claim and, at its discretion, may enter into a stipulation of discontinuance and settlement thereof; provided that Chmura shall not enter any settlement that requires anything other than the payment of money without Client’s prior written approval. Client shall cooperate, at Client’s expense, with Chmura in any such defense and shall make available to Chmura all those persons, documents and things required by Chmura in the defense of any such Claim. Client may, at its expense, also assist in such defense with counsel of its own choosing. Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B