provide the System and/or methodology to City and that each License, the System and/or
methodology, and their sale, license, and use hereunder do not and shall not directly or
indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or
intellectual property right of any third party or contribute to or induce such violation or
infringement ("Infringement"). SERVICE PROVIDER shall indemnify and hold City and all
end users and their respective successors, officers, employees, and agents harmless from and
against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses
(including legal fees) resulting from or arising out of any Litigation, any breach or claimed
breach of the foregoing warranties, or which is based on a claim of an Infringement and
SERVICE PROVIDER shall defend and settle, at its expense, all suits or proceedings arising
therefrom. City shall inform SERVICE PROVIDER of any such suit or proceeding against City
and shall have the right to participate in the defense of any such suit or proceeding at its expense
and through counsel of its choosing. SERVICE PROVIDER shall notify City of any actions,
claims, or suits against SERVICE PROVIDER based on an alleged Infringement of any Party's
intellectual property rights in and to the System and/or methodology. In the event an injunction
is sought or obtained against use of the System and/or methodology or in City's opinion is likely
to be sought or obtained, SERVICE PROVIDER shall promptly, at its option and expense,
either (i) procure for City, and its end users, the right to continue to use the infringing portion(s)
of the System and/or methodology as set forth in this Agreement, or (ii) replace or modify the
infringing portions of the System and/or methodology to make its use non-infringing while
being capable of performing the same function without degradation of performance.
6. Insurance Exemption.
Workers' Compensation. The SERVICE PROVIDER will have no employees, full or part-time
working in the State of New Hampshire. The onsite team of the SERVICE PROVIDER shall
consist of no more than 3 partners of the LLC under RSA 281-A:3. Sole-proprietors, partners
and self-employed person are not required to carry workers’ compensation on themselves.
Further, under RSA 281-A:2,VIII explains that if a corporation or limited liability company
(LLC) has 3 or less executive officers or LLC members and no other employees, (working in the
State of New Hampshire) coverage is not mandatory. The SERVICE PROVIDER does not
maintain an office or other physical location within the State of New Hampshire.
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