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(i) any material breach of any covenant, representation or warranty in this Agreement by CFA; or • (ii) the City of South Bend's use of the deliverables identified in the SOW in accordance with this Agreement; in each case provided that such Losses are not caused by a breach of the City • of South Bend's representations and/or obligations under this Agreement. • (b) The City of South Bend shall indemnify and hold harmless CFA from and against any and all Losses arising out of or relating to any material breach of any covenant, representation or warranty in this Agreement by the City of South Bend. (c) CFA will have no obligations under this Section with respect to infringement or misappropriation Losses arising from (i) modifications to any CFA deliverables by any party other than CFA; (ii) CFA deliverable specifications requested by the City of South Bend; (iii) the use of any CFA deliverables in combination with products or technology not provided by CFA; or(iv) the City of South Bend's failure to implement a revision to the CFA deliverables,which if implemented,would have avoided the infringement or misappropriation. 1.5 Term. This Agreement commences on the date of the parties signature ("Effective Date") and, unless sooner terminated as provided hereunder,will expire on the date of the last deliverable identified in the final SOW. The period from the Effective Date through expiration of termination of this Agreement is the"Term." 1.6 Termination. (a) By CFA. If the City of South Bend materially breaches this Agreement and such breach remains uncured more than thirty (30) days after written notice of the breach by CFA to the City of South Bend, CFA may terminate this Agreement. Upon termination, CFA shall be entitled to receive payment of all amounts due • under this Agreement through the effective date of termination. This amount shall be calculated from the date the last payment was made up to,and, including the last . day of the notice period by calculating a pro rata portion of the Development Fee. (b) By the City of South Bend. If CFA materially breaches this Agreement and such breach remains uncured more than thirty(30) days after written notice of the breach by the City of South Bed to CFA, the City of Sound Bend may terminate this Agreement. 1.7 Non-Agency Relationship. No agency, partnership,joint venture or fiduciary relationship between City of South Bend and CFA is involved or created with respect to this Agreement. 1.8 Waivers and Amendments; Remedies. No amendment, modification,or waiver of any provisions of this Agreement, nor consent to any departure therefrom, will be effective unless the same shall be in writing and signed by an officer or { manager, as the case may be, of each party hereto,and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which