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Northrop Grumman Public Safety Inc. Proprietary <br />Contains Trade Secrets and Information which is <br />Commercial or Financial, and Privileged or Confidential. <br />NORTHROP GRUMMAN PUBLIC SAFETY, INC., SOFTWARE <br />MAINTENANCE SUB -AGREEMENT <br />and Customer shall indemnify, defend, and hold harmless PSI from and against, <br />any and all claims, demands, suits, actions, proceedings, judgments, losses, <br />damages, injuries, penalties, costs, expenses (including attorneys' fees) and <br />liabilities, of, by or with respect to third parties, which arise solely from <br />Customer's negligence. With respect to any and all claims, demands, suits, <br />actions, proceedings, judgments, losses, damages, injuries, penalties, costs, <br />expenses (including attorneys' fees) and liabilities, of, by or with respect to third <br />parties, which arise from the joint or concurrent negligence of PSI and Customer, <br />each party shall assume responsibility in proportion to the degree of its respective <br />fault. <br />Document Prepared 03/16/04 SMK0304.doc Page 5 <br />