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EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (7/1/2019) 16.20 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. 16.21 Severability If a court of competent jurisdiction holds in a final decision 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. 16.22 Patent and Copyright Indemnity City represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("City Products") provided to County under this Agreement infringe any patent, copyright, or other proprietary right. City 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 City Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County shall: a) notify City promptly of such claim or suit; b) permit City to defend, compromise, or settle the claim; and, c) provide, on a reasonable basis,information to enable City to do so. City shall not agree without County's prior written consent,to any settlement,which would require County to pay money or perform some affirmative act in order to continue using the City Products. If City is obligated to defend County pursuant to this Section and fails to do so after reasonable notice from County, County may defend itself and/or settle such claim or suit, and City shall pay to County any and all losses, damages and expenses (including attorney's fees and costs) incurred in relationship with County's defense and/or settlement of such claim or suit. In the case of any such claim of infringement, City shall either, at its option: a) procure for County the right to continue using the City Products; or b) replace or modify the City Products so that that they become non-infringing, but equivalent in functionality and performance. Page 22 of 24