Common use of PATENT, COPYRIGHT AND TRADE SECRET PROTECTION Clause in Contracts

PATENT, COPYRIGHT AND TRADE SECRET PROTECTION. a. Contractor will indemnify, defend, and hold harmless the State, its officers, agents and employees, from any and all third party claims, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and costs), and losses for infringement or violation of any Intellectual Property Right by any product, Deliverable or Service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to the State such indemnity rights as it receives from third party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will provide the State with indemnity protection equal to that called for by the Third Party Obligation, but in no event greater than that called for in the first sentence of this Section 32a. The provisions of the preceding sentence apply only to third party Hardware or Software sold as a distinct unit and accepted by the State. The following shall apply with respect to such claims: