Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. (a) VENDOR WILL, AT ITS EXPENSE, INDEMNIFY, AND HOLD HARMLESS DIR AND THE CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY LOSSES, LIABILI- TIES, DAMAGES, PENALTIES, COSTS, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND EXPENSES, FROM ANY CLAIM OR ACTION AGAINST DIR AND/OR CUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACT, DIR AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN WRITING OF THE CLAIM, PROVIDE VENDOR A COPY OF ALL INFORMATION RECEIVED BY DIR AND/OR CUSTOMERS WITH RESPECT TO THE CLAIM, AND COOPERATE WITH VENDOR IN DEFENDING OR SETTLING THE CLAIM. THE DEFENSE WILL BE COORDINATED (i) BY THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF “CUSTOM- ER” IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”)). IN ADDITION, IN CASES WHERE EITHER THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING THE DEFENSE (UNDER SECTION 14.01(A)(I)) OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II)), VENDOR WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OF- FICE OF THE TEXAS ATTORNEY GENERAL’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND CONTROL OF THE DEFENSE AND SET- TLEMENT. IN CASES WHERE VENDOR IS COORDINATING THE DEFENSE, THE AFFECTED CUSTOMER WILL HAVE THE RIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND CONTROL OF THE DEFENSE AND SETTLEMENT.

Infringement Indemnification. (a) VENDOR WILLTO THE EXTENT ALLOWED BY LAW, AT ITS EXPENSEPROVIDER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS DIR THE GLO AND THE CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS STATE OF TEXAS FROM AND AGAINST ANY LOSSESAND ALL CLAIMS, LIABILI- TIESVIOLATIONS, DAMAGESMISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, PENALTIESTRADEMARK, COSTSCOPYRIGHT, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND EXPENSES, FROM ANY CLAIM TRADE SECRET OR ACTION AGAINST DIR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR CUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACTOTHER INTANGIBLE PROPERTY, DIR PUBLICITY OR PRIVACY RIGHTS, AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN WRITING CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF THE CLAIMPROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, PROVIDE VENDOR A COPY OF ALL INFORMATION RECEIVED BY DIR WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR CUSTOMERS WITH RESPECT (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, AND COOPERATE WITH VENDOR IN DEFENDING OR SETTLING THE CLAIMINCLUDING ATTORNEYS' FEES. THE DEFENSE WILL SHALL BE COORDINATED (i) BY THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF “CUSTOM- ER” IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”)). IN ADDITION, IN CASES WHERE EITHER PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE DEFENSE (UNDER SECTION 14.01(A)(I)) CONCURRENCE FROM OAG. IN ADDITION, PROVIDER XXXX XXXXXXXXX THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II))OTHER AMOUNTS, VENDOR WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSEINCLUDING, BUT VENDOR AGREES NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO INTERFERE WITH EITHER SELECT SEPARATE COUNSEL, THE OF- FICE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE TEXAS ATTORNEY GENERALGLO’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND CONTROL OF THE DEFENSE AND SET- TLEMENT. IN CASES WHERE VENDOR IS COORDINATING THE DEFENSE, THE AFFECTED CUSTOMER WILL HAVE THE RIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND CONTROL OF THE DEFENSE AND SETTLEMENT.*

Infringement Indemnification. (a) VENDOR WILLSELLER SHALL DEFEND ANY CLAIM, AT ITS EXPENSE, INDEMNIFY, AND HOLD HARMLESS DIR AND THE CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS FROM AND SUIT OR PROCEEDING BROUGHT AGAINST ANY LOSSES, LIABILI- TIES, DAMAGES, PENALTIES, COSTS, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND EXPENSES, FROM ANY CLAIM OR ACTION AGAINST DIR AND/OR CUSTOMERS THAT BUYER INSOFAR AS IT IS BASED ON A CLAIM THAT THE USE OR TRANSFER OF BREACH ANY PRODUCT DELIVERED HEREUNDER CONSTITUTES AN INFRINGEMENT OF A UNITED STATES PATENT OR COPYRIGHT IN EXISTENCE AS OF THE WARRANTY DATE OF DELIVERY OF THE PRODUCT TO BUYER (AN “INFRINGEMENT CLAIM”) SO LONG AS SELLER IS NOTIFIED PROMPTLY IN WRITING BY BUYER AS TO ANY SUCH ACTION AND IS GIVEN FULL AUTHORITY, INFORMATION AND ASSISTANCE (AT SELLER’S EXPENSE) FOR THE DEFENSE. IN ADDITION TO SELLER’S OBLIGATION TO DEFEND, SELLER SHALL PAY ALL DAMAGES AND COSTS (EXCEPT CONSEQUENTIAL DAMAGES) AWARDED THEREIN AGAINST BUYER. THE OBLIGATIONS SET FORTH IN SECTION 13.05 OF THE CON- TRACTABOVE SHALL NOT, DIR AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN WRITING OF THE HOWEVER, EXTEND TO PRODUCTS DELIVERED HEREUNDER WHICH WOULD GIVE RISE TO A CLAIM, PROVIDE VENDOR SUIT, PROCEEDING, FINDING OR CONCLUSION SOLELY FOR CONTRIBUTORY INFRINGEMENT OR INDUCEMENT OF INFRINGEMENT. SELLER SHALL NOT BE RESPONSIBLE FOR ANY COMPROMISE MADE BY BUYER WITHOUT ITS CONSENT. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF AN INFRINGEMENT CLAIM, SELLER’S OBLIGATION UNDER THIS PARAGRAPH SHALL BE FULFILLED, AT SELLER’S SOLE OPTION AND EXPENSE, IF SELLER AT ANY TIME: (A) OBTAINS A COPY OF ALL INFORMATION RECEIVED LICENSE FOR BUYER TO CONTINUE THE USE OR TO SELL THE INFRINGING PRODUCT PURCHASED FROM SELLER; OR (B) REFUNDS THE PURCHASE PRICE PAID TO SELLER BY DIR AND/BUYER FOR SUCH INFRINGING PRODUCT LESS A REASONABLE AMOUNT FOR USE, DAMAGE, OR CUSTOMERS WITH RESPECT OBSOLESCENCE, AND REMOVES SUCH PRODUCT; OR (C) REPLACES OR MODIFIES THE INFRINGING PRODUCT SO AS TO BE SUBSTANTIALLY FUNCTIONALLY EQUIVALENT TO THE CLAIMINFRINGING PRODUCT BUT NON-INFRINGING. BUYER AGREES THAT THE FOREGOING INDEMNIFICATION SHALL NOT APPLY AND MOREOVER, AND COOPERATE SHALL BE EXTENDED TO SELLER FOR ANY CLAIM OF U.S. PATENT INFRINGEMENT WHICH MAY BE BROUGHT AGAINST SELLER BECAUSE OF COMPLIANCE WITH VENDOR BUYER’S PARTICULAR DESIGN REQUIREMENTS, SPECIFICATIONS OR INSTRUCTIONS. BUYER GRANTS TO SELLER THE BENEFIT OF ANY LICENSE TO BUYER UNDER ANY PATENT WHICH MAY BE THE SUBJECT OF AN INFRINGEMENT ALLEGATION HEREUNDER TO THE EXTENT PERMITTED BY SAID LICENSE. SELLER SHALL HAVE NO LIABILITY TO BUYER UNDER THIS PARAGRAPH IF ANY INFRINGEMENT CLAIM IS BASED UPON THE (I) USE OF PRODUCTS DELIVERED HEREUNDER IN DEFENDING CONNECTION OR SETTLING THE CLAIM. THE DEFENSE WILL BE COORDINATED (i) IN COMBINATION WITH EQUIPMENT, DEVICES OR SOFTWARE NOT DELIVERED BY THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERSSELLER, OR (II) BY CUSTOMER’S LOCAL COUNSEL USE OF PRODUCTS DELIVERED HEREUNDER IN A MANNER FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIESWHICH THE SAME WERE NOT DESIGNED, OR DISTRICTS), AND (III) MODIFICATION BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS BUYER OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN PRODUCTS DELIVERED HEREUNDER TO THE DEFINITION OF “CUSTOM- ER” IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”)). IN ADDITION, IN CASES WHERE EITHER EXTENT SUCH MODIFICATION IS THE OFFICE CAUSE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING THE DEFENSE (UNDER SECTION 14.01(A)(I)) CLAIM OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II)), VENDOR WILL SUIT. SELLER SHALL FURTHER HAVE THE RIGHT NO LIABILITY TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OF- FICE BUYER FOR ANY INFRINGEMENT CLAIM BASED ON BUYER’S USE OR TRANSFER OF THE TEXAS ATTORNEY GENERALPRODUCT DELIVERED HEREUNDER AFTER SELLER’S NOTICE THAT BUYER SHALL CEASE USE OR LOCAL COUNSEL’S (TRANSFER OF SUCH PRODUCT DUE TO SUCH CLAIM. EXCEPT AS THE CASE MAY BE) MANAGEMENT STATED ABOVE, SELLER DISCLAIMS ALL WARRANTIES AND CONTROL OF THE DEFENSE AND SET- TLEMENT. IN CASES WHERE VENDOR IS COORDINATING THE DEFENSEINDEMNITIES, THE AFFECTED CUSTOMER WILL HAVE THE RIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSEEXPRESS, BUT CUSTOMER AGREES NOT TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND CONTROL OF THE DEFENSE AND SETTLEMENTIMPLIED OR STATUTORY, FOR PATENT OR COPYRIGHT INFRINGEMENT.

Infringement Indemnification. (a) TO THE EXTENT ALLOWED BY LAW, VENDOR WILL, AT ITS EXPENSESHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS DIR THE GLO AND THE CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS STATE OF TEXAS FROM AND AGAINST ANY LOSSESAND ALL CLAIMS, LIABILI- TIESVIOLATIONS, DAMAGESMISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, PENALTIESTRADEMARK, COSTSCOPYRIGHT, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND EXPENSES, FROM ANY CLAIM TRADE SECRET OR ACTION AGAINST DIR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR CUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACTOTHER INTANGIBLE PROPERTY, DIR PUBLICITY OR PRIVACY RIGHTS, AND/OR CUSTOMERS WILL PROMPTLY NOTIFY IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF VENDOR IN WRITING OF THE CLAIMPURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, PROVIDE VENDOR A COPY OF ALL INFORMATION RECEIVED BY DIR WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR CUSTOMERS WITH RESPECT (3) THE GLO’S AND/OR VENDOR’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY VENDOR OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF VENDOR’S PERFORMANCE UNDER THE CONTRACT. VENDOR AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, AND COOPERATE WITH VENDOR IN DEFENDING OR SETTLING THE CLAIMINCLUDING ATTORNEYS' FEES. THE DEFENSE WILL SHALL BE COORDINATED (i) BY THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF “CUSTOM- ER” IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”)). IN ADDITION, IN CASES WHERE EITHER VENDOR WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE DEFENSE (UNDER SECTION 14.01(A)(I)) OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II))CONCURRENCE FROM OAG. IN ADDITION, VENDOR WILL HAVE REIMBURSE THE RIGHT TO PARTICIPATE IN GLO AND THE DEFENSE AT VENDOR'S EX- PENSESTATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF VENDOR AGREES NOT OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO INTERFERE WITH EITHER SELECT SEPARATE COUNSEL, THE OF- FICE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND VENDOR WILL PAY ALL REASONABLE COSTS OF THE TEXAS ATTORNEY GENERALGLO’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND CONTROL OF THE DEFENSE AND SET- TLEMENT. IN CASES WHERE VENDOR IS COORDINATING THE DEFENSE, THE AFFECTED CUSTOMER WILL HAVE THE RIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND CONTROL OF THE DEFENSE AND SETTLEMENT.*

Infringement Indemnification. (a) VENDOR WILL, AT ITS EXPENSE, INDEMNIFY, AND HOLD HARMLESS DIR AND THE CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY LOSSES, LIABILI- TIES, DAMAGES, PENALTIES, COSTS, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND EXPENSES, FROM ANY CLAIM OR ACTION AGAINST DIR AND/OR CUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACT, DIR AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN WRITING OF THE CLAIM, PROVIDE VENDOR A COPY OF ALL INFORMATION RECEIVED BY DIR AND/OR CUSTOMERS WITH RESPECT TO THE CLAIM, AND COOPERATE WITH VENDOR IN DEFENDING OR SETTLING THE CLAIM. THE DEFENSE WILL BE COORDINATED (i) BY THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF “CUSTOM- ER” ―CUSTOM- ER‖ IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”―DEFINITIONS‖)). IN ADDITION, IN CASES WHERE EITHER THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING THE DEFENSE (UNDER SECTION 14.01(A)(I)) OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II)), VENDOR WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OF- FICE OF THE TEXAS ATTORNEY GENERAL’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND CONTROL OF THE DEFENSE AND SET- TLEMENT. IN CASES WHERE VENDOR IS COORDINATING THE DEFENSE, THE AFFECTED CUSTOMER WILL HAVE THE RIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND CONTROL OF THE DEFENSE AND SETTLEMENT.

Infringement Indemnification. (a) VENDOR WILL, AT ITS EXPENSE, INDEMNIFY, AND HOLD HARMLESS DIR AND THE CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY LOSSES, LIABILI- TIES, DAMAGES, PENALTIES, COSTS, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND EXPENSES, FROM ANY CLAIM OR ACTION AGAINST DIR AND/OR CUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACT, DIR AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN WRITING OF THE CLAIM, PROVIDE VENDOR A COPY OF ALL INFORMATION RECEIVED BY DIR AND/OR CUSTOMERS WITH RESPECT TO THE CLAIM, AND COOPERATE WITH VENDOR IN DEFENDING OR SETTLING THE CLAIM. THE DEFENSE WILL BE COORDINATED (iI) BY THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF “CUSTOM- ER” ―CUSTOM- ER‖ IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”―DEFINITIONS‖)). IN ADDITION, IN CASES WHERE EITHER THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING THE DEFENSE (UNDER SECTION 14.01(A)(I)) OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II)), VENDOR WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OF- FICE OF THE TEXAS ATTORNEY GENERAL’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND CONTROL OF THE DEFENSE AND SET- TLEMENT. IN CASES WHERE VENDOR IS COORDINATING THE DEFENSE, THE AFFECTED CUSTOMER WILL HAVE THE RIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND CONTROL OF THE DEFENSE AND SETTLEMENT.