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9. HOLD <br /> A. <br /> <br />In the event of termination or cancellation of <br />the Agreement, Contractor shall return all <br />files to City unless City requests Contractor <br />to continue to process any file, which file <br />Contractor will continue to process on a time <br />and expense basis. <br /> <br />In the event of cancellation of this Agreement <br />by City, the total consideration to be paid by <br />City to Contractor as set forth in Section 6 <br />herein shall be due and payable. <br /> <br />In the event of cancellation of this Agreement <br />by' Contractor, the consideration to be paid <br />pursuant to Section 6 shall terminate effective <br />with the termination of the Agreement and <br />City shall not be liable for further Dayment. <br />HARMLESS. <br /> <br />City agrees to defend any legal action <br />commenced against Contractor caused directly or <br />indirectly by wrongful or negligent acts of <br />City's .officers, employees, agents or others <br />engaged by City; and indemnify Contractor against <br />any liability, loss, cost, or damaEe, including <br />attorneys' fees, resulting therefrom. <br />Contractor agrees to defend any legal action <br />commenced against City caused directly or indirectly <br />by wrongful or negligent acts of Contractor's <br />officers, employees, aRents or others engaged <br />by Contractor; and indemnify City aRainst any <br /> <br /> -8- <br /> <br /> <br />