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EMERGENCY MEDICAL SERVICES P IRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENI (REV 2/17/11) This Agreement maybe supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties. Where there is mutual agreement by Contactor and the EMS Director, the following exhibits may be modified, by a written amendment signed by Contractor and the Director of Health Care Services Agency: EXHIBIT A- DEPICTION AND DEFINITION OF CONTRACTOR'S PRIMARY SERVICE AREA EXHIBIT B - DEPICTION AND DEFINITION OF SUBAREAS EXHIBIT F- REPORT ON INTERMITTENT OR ROTATIONAL SERVICE INTERRUPTION EXHIBIT I-MANDATORY DATA FIELDS 17.20 Survival The obligations of this Agreement, which by their nature would continue beyond the termination or expiration of the Agreement, including without limitation, the obligations regarding Indemnification, Ownership of Documents, and Conflict of Interest, shall survive termination or expiration. 17.21 Severability If a court of competent jurisdiction holds that any provision of this Agreement is illegal, unenforceable, or invalid in whole or in part, for any reason, the validity and enforceability of the remaining provisions, or portions of them, shall not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. 17.22 Patent and Copyright Indemnity Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright, or other proprietary right. Contractor shall defend, indemnify and hold harmless County, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with any claim that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County shall: a) notify Contractor promptly of such claim or suit; b) permit Contractor to defend, compromise, or settle the claim; and, c) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which Page 24 of 26