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_ SOFTWARE AS A SERVICE AGREEMENT O Master Terms and Conditions F R A C TA Online Version Customer must (i) promptly give written notice of the claim to Fracta, (ii) give Fracta sole control of the defense and settlement of the claim (provided that Fracta may not settle or defend any claim unless it unconditionally releases Customer of all liability), (iii) provide to Fracta all reasonable and available information and assistance. and (iv) not have compromise or settled such claim. 13.2 Indemnification of Fracta. Customer agrees to defend Fracta and its directors, officers and employees from and against any and all claims, demands, suits or proceedings made or brought against Fracta by third parties, and agrees to pay or reimburse Fracta for any and all damages, costs and expenses payable by Fracta to such third party to the extent that they are awarded in a final judgment or agreed to in settlement, as a result of a claim against Fracta, based upon or arising out of: (i) any dishonest, fraudulent, criminal, or negligent acts committed by Customer, or any agent or employee of Customer, acting pursuant to, or in connection with, the Agreement; or (ii) a claim the Utility Data infringes the intellectual property rights, privacy rights or publicity rights of a third parry. As a condition of Customer's indemnification obligation, Fracta must (i) promptly give written notice of the claim to Fracta, (ii) give Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Fracta of all liability), (iii) provide to Customer all reasonable and available information and assistance, and (iv) not have compromise or settled such claim. 14.GENERAL 14.1 Non -Solicitation. Neither party shall, directly or indirectly, induce or entice any employee of the other to leave such employment, or induce or entice any of the other party's sub -contractors to provide any services other than by an agreement with, and through, such other parry. Employees responding to a generally published notice or advertisement shall not fall under this provision. 14.2 Assignment. Customer may not assign its rights and/or obligations under this Agreement to any other party without our prior written consent. Fracta may assign its rights and/or obligations under this Agreement to any other party at its discretion. 14.3 California Law and Venue. The laws of the State of California (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in San Mateo Fracta Confidential Page 10 of 11 February 7, 2018