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r., ...,
<br /> (e) E TEAM AND ITS SUPPLIERS MAKE NO WARRANTIES TO ANY PERSON OR ENTITY
<br /> WITH RESPECT TO THE SOFTWARE(OTHER THAN THOSE SET FORTH IN THIS SECTION 9.1)OR ANY
<br /> DERIVATIVES THEREOF AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
<br /> LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
<br /> INFORMATIONAL CONTENT, SYSTEM INTEGRATION,ENJOYMENT AND NON-INFRINGEMENT.
<br /> 9.2 Services Warranties.
<br /> (a) E Team warrants to Licensee that the Services for a particular Statement of Work will be
<br /> performed in manner consistent with generally accepted industry practices. Licensee must report any deficiencies in
<br /> the Services to E Team in writing within ninety(90)days of completion of the Services for that particular Statement
<br /> of Work in order to receive the warranty remedy set forth in this Section 9.2.
<br /> (b) E TEAM MAKES NO WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO
<br /> THE SERVICES (OTHER THAN THOSE SET FORTH IN THIS SECTION 9.2) AND DISCLAIMS ALL
<br /> IMPLIED WARRANTIES,INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF WORKMANSHIP,
<br /> MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FOR ANY
<br /> BREACH OF THE WARRANTY IN THIS SECTION 9.2, LICENSEE'S EXCLUSIVE REMEDY, AND E
<br /> TEAM'S ENTIRE LIABILITY, SHALL BE THE RE-PERFORMANCE OF THE SERVICES AND IF E TEAM
<br /> FAILS TO RE-PERFORM THE SERVICES AS WARRANTED, LICENSEE SHALL BE ENTITLED TO
<br /> RECOVER THE FEES PAID TO E TEAM FOR THE DEFICIENT SERVICES.
<br /> 10. Indemnification
<br /> 10.1 Defense of Personal Injury or Property Damage Suits. Licensee shall indemnify, defend and hold
<br /> harmless E Team against any and all claims of personal injury or property damages arising from Licensee's use,
<br /> misuse or failure to use the Software. Licensee shall pay any and all costs, damages, and expenses, including,
<br /> without limitation, reasonable attorneys' fees and costs awarded against or otherwise incurred by the other party in
<br /> connection with or arising from any such claim, suit, action, or proceeding. E Team shall be entitled to
<br /> indemnification only if(a)within 15 days of its discovery of a potential claim it notifies Licensee in writing of such
<br /> claim in sufficient detail to enable the Licensee to evaluate the claim, (b) E Team cooperates in all reasonable
<br /> respects, at Licensee's cost and expense, with the investigation, trial and defense of such claim and any appeal
<br /> arising therefrom, and (c) Licensee has sole control of the defense and settlement of such claim. E Team shall not
<br /> compromise any claim or enter into any settlement without the written consent of Licensee.
<br /> E Team shall defend, indemnify, and hold harmless, Licensee and its officers and employees from and
<br /> against all claims, losses, damage, injury, and liability for damages arising from intentional or grossly negligent or
<br /> wrongful acts of E Team in the performance of its services under this Agreement. E Team shall pay any and all
<br /> costs, damages, and expenses, including,without limitation, reasonable attorneys' fees and costs awarded against or
<br /> otherwise incurred by the other party in connection with or arising from any such claim, suit, action, or proceeding.
<br /> Licensee shall be entitled to indemnification only if(a)within 15 days of its discovery of a potential claim it notifies
<br /> E Team in writing of such claim in sufficient detail to enable the E Team to evaluate the claim, (b) Licensee
<br /> cooperates in all reasonable respects, at E Team's cost and expense, with the investigation,trial and defense of such
<br /> claim and any appeal arising therefrom, and(c)E Team has sole control of the defense and settlement of such claim.
<br /> Licensee shall not compromise any claim or enter into any settlement without the written consent of E Team.
<br /> 10.2 Defense of Infringement Suits. E Team shall indemnify, defend and hold harmless Licensee
<br /> against any and all claims that the Software infringes any U.S. copyrights of any third party that are issued as of the
<br /> Effective Date. E Team shall pay any and all costs,damages,and expenses, including,without limitation,reasonable
<br /> attorneys' fees and costs awarded against or otherwise incurred by the other party in connection with or arising from
<br /> any such claim, suit,action,or proceeding. Licensee shall be entitled to indemnification only if(a)within 15 days of
<br /> its discovery of a potential claim it notifies E Team in writing of such claim in sufficient detail to enable the E Team
<br /> to evaluate the claim, (b) Licensee cooperates in all reasonable respects, at E Team's cost and expense, with the
<br /> investigation, trial and defense of such claim and any appeal arising therefrom, and (c) E Team has sole control of
<br /> the defense and settlement of such claim. Licensee shall not compromise any claim or enter into any settlement
<br /> without the written consent of E Team.
<br /> Livermore Pleasanton Fire Department Contract 07-12-02 6
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