Common use of Patent/Copyright Materials/Proprietary Infringement Clause in Contracts

Patent/Copyright Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor represents and warrants that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through the Services provided under this Contract will not infringe upon or violate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph JJ below, it shall indemnify, defend and hold County and County Indemnities harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorneys fees, costs and expenses. In the event any materials or any part thereof, as modified through the Services provided under this Contract, is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, trade secret, or any other proprietary right, or is enjoined, Contractor at its own expense will with all reasonable speed and due diligence provide or otherwise secure for County, at Contractor’s expense and election, one of the following: (a) the right to continue use of any such materials or any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; or (c) modification of the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contract. If none of these options are available on commercially reasonable terms, County will stop using the affected Services provided under this Contract and Contractor will refund to County any sums County has paid to Contractor for the affected Services during the current contract year (not to exceed 12 months). County then shall have the option of immediately terminating the Contract, or applicable portions thereof, in accordance with the Termination with Cause provisions described in Paragraph K. The foregoing indemnification obligations of Contractor shall not apply with respect to: (a) the Services that, after delivery or access, are modified or used by any party other than Contractor, in a manner where such modification or use was not recommended, authorized in writing or required by Contractor, and where such modification or use is the basis of the claim; and (b) the Services are combined or bundled with any non-Contractor products, processes or materials that were not recommended, authorized or provided by Contractor, if such liability would not have arisen but for such combination or bundling.

Patent/Copyright Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor represents and warrants that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through the Services services provided under this Contract Contract, will not infringe upon or violate misappropriate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph JJ belowIII.1, it shall indemnify, defend and hold County and County Indemnities Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorneys fees, costs and expensesexpenses and attorney’s fees. In the event any materials or any part thereof, as modified through the Services services provided under this Contract, is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, Docusign Envelope ID: F314F737-3853-467D-9DB7-8584E6CFEABF trade secret, or any other proprietary right, or is enjoined, Contractor at its own expense will shall with all reasonable speed and due diligence provide or otherwise secure for County, at Contractor’s expense and election, subject to County approval not to be unreasonably withheld, one of the following: (a) the right to continue use of any such materials or any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; or (c) modification of the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contract. If none of these options are available on commercially reasonable terms, County will stop using the affected Services services provided under this Contract and Contractor will shall refund to County any sums County has paid to Contractor for the affected Services during the current contract year (not to exceed 12 months)services, less a reasonable offset for use. County then shall have has the option of immediately terminating the Contract, or applicable portions thereof, in accordance with the Termination with Cause provisions described in without penalty for cause pursuant to Paragraph K. The foregoing indemnification obligations of Contractor shall not apply with respect to: (a) the Services that11, after delivery or access, are modified or used by any party other than Contractor, in a manner where such modification or use was not recommended, authorized in writing or required by Contractor, and where such modification or use is the basis of the claim; and (b) the Services are combined or bundled with any non-Contractor products, processes or materials that were not recommended, authorized or provided by Contractor, if such liability would not have arisen but for such combination or bundlingTermination.

Patent/Copyright Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor represents and warrants that any materials (e.g., software, documentation, specifications) or any part thereof, software as modified through the Services services provided under this Contract hereunder will not infringe upon or violate any patent, copyright, trademark, trade secret, or any other proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph JJ belowthe Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnities Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not limited toincluding attorney’s fees. The foregoing notwithstanding, attorneys fees, costs and expenses. In the event Contractor shall not have any materials or any part thereof, as modified through the Services provided liability to County under this Contract, paragraph "7" to the extent that any third party infringement claim is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, trade secret, or any other proprietary right, or is enjoined, Contractor at its own expense will with all reasonable speed and due diligence provide or otherwise secure for based upon: (i) County, at Contractor’s expense and election, one 's use of the following: product in combination with equipment or software not supplied hereunder where the alleged infringement would not exist but for such combination; or (aii) County's use of the product and/or service in an application or environment for which it was not designed or not contemplated in its product literature; (iii) County's use of other than a current non-infringing release of the product and/or service provided to County by Contractor; (iv) unauthorized modifications of the product and/or service by anyone other than Contractor. Contractor shall have the right to continue use assume the defense of any such materials Claim or action subject to County's right to approve defense counsel (which shall not be unreasonably withheld) and all negotiations for its settlement or compromise, provided, however, that Contractor shall not, without County's consent (which shall not be unreasonably withheld or delayed), agree to any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; settlement which makes any admission on behalf of County, finds County liable or (c) modification of the system at fault, imposes a monetary judgment against County, or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contractenjoins County. If none of these options are available on commercially County shall provide reasonable terms, County will stop using the affected Services provided under this Contract and Contractor will refund to County any sums County has paid cooperation to Contractor for in the affected Services during the current contract year (not to exceed 12 months). County then shall have the option defense, settlement or compromise of immediately terminating the Contract, or applicable portions thereof, in accordance with the Termination with Cause provisions described in Paragraph K. The foregoing indemnification obligations of Contractor shall not apply with respect to: (a) the Services that, after delivery or access, are modified or used by any party other than Contractor, in a manner where such modification or use was not recommended, authorized in writing or required by Contractor, and where such modification or use is the basis of the claim; and (b) the Services are combined or bundled with any non-Contractor products, processes or materials that were not recommended, authorized or provided by Contractor, if such liability would not have arisen but for such combination or bundlingClaims.

Patent/Copyright Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor represents and warrants that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through the Services provided under this Contract will not infringe upon or violate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph JJ belowZ, it shall indemnify, defend and hold County and County Indemnities Indemnitees harmless from any and all such third party claims of infringement or misappropriation of a patent, copyright, trademark, trade secret or any other proprietary right and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such third party claim(s), including, but not limited to, attorneys fees, costs and expensesexpenses and reasonable attorney’s fees. In the event any materials or any part thereof, as modified through the Services services provided under this Contract, is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, trade secret, or any other proprietary right, or is enjoined, Contractor at its own expense will with all reasonable speed and due diligence provide or otherwise secure for County, at Contractor’s expense and election, subject to County approval not to be unreasonably withheld, one of the following: (a) the right to continue use of any such materials or any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; or (c) modification of the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contract. If none of these options are available on commercially reasonable terms, County will stop using the affected Services services provided under this Contract and Contractor will refund to County any sums County has paid to Contractor for the affected Services during the current contract year (not to exceed 12 months)services, less a reasonable offset for use. County then shall have has the option of immediately terminating the Contract, or applicable portions thereof, in accordance with the Termination with Cause provisions described in Paragraph K. The foregoing indemnification obligations of Contractor shall not apply with respect to: (a) the Services that, after delivery or access, are modified or used by any party other than Contractor, in a manner where such modification or use was not recommended, authorized in writing or required by Contractor, and where such modification or use is the basis of the claim; and (b) the Services are combined or bundled with any non-Contractor products, processes or materials that were not recommended, authorized or provided by Contractor, if such liability would not have arisen but for such combination or bundlingwithout penalty.