Common use of Patents, Copyrights, and Proprietary Rights Indemnification Clause in Contracts

Patents, Copyrights, and Proprietary Rights Indemnification. The Contractor agrees to indemnify, hold harmless and defend, at its sole cost and expense, the District from any claims or suits brought against the District arising from claims of violation of United States patents or copyrights or claims of misappropriation or misuse of trade secrets resulting from the Contractor or the District’s use of any equipment/materials/technology/devices/System(s), Documentation, and/or data developed in connection with the Services and System(s) described in this Agreement. The District will provide the Contractor with a written notice of any such claim or suit. The District will also assist the Contractor, in all reasonable ways, in the preparation of information helpful to the Contractor in defending the District against this suit. In the event that the District is required to pay monies, in defending such claims, resulting from the Contractor being uncooperative or unsuccessful in representing the District’s interest, or in the event that the District is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Contractor agrees to fully reimburse for all monies expended in connection with these matters. The District retains the right to offset against any amounts owed to the Contractor any such monies expended by the District in defending itself against such claims. Following written notification of an infringement claim, the Contractor may, at its expense and its discretion, either (a) procure for the District the right to continue to use the alleged infringing equipment/materials/technology/devices/System(s); (b) replace, modify, or provide substitute equipment/materials/technology/devices/System(s) to the District; or (c) return all monies paid by the District under the terms of this Agreement.

Patents, Copyrights, and Proprietary Rights Indemnification. The Contractor agrees to indemnify, hold harmless and defend, at its sole cost and expense, the District from any claims Structured Cabling RFP November 2021 | Appendix C Page 12 or suits brought against the District arising from claims of violation of United States patents or copyrights or claims of misappropriation or misuse of trade secrets resulting from the Contractor or the District’s use of any equipment/materials/technology/devices/System(s), Documentation, and/or data developed in connection with the Services and System(s) described in this Agreement. The District will provide the Contractor with a written notice of any such claim or suit. The District will also assist the Contractor, in all reasonable ways, in the preparation of information helpful to the Contractor in defending the District against this suit. In the event that the District is required to pay monies, in defending such claims, resulting from the Contractor being uncooperative or unsuccessful in representing the District’s interest, or in the event that the District is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Contractor agrees to fully reimburse for all monies expended in connection with these matters. The District retains the right to offset against any amounts owed to the Contractor any such monies expended by the District in defending itself against such claims. Following written notification of an infringement claim, the Contractor may, at its expense and its discretion, either (ai) procure for the District the right to continue to use the alleged infringing equipment/materials/technology/devices/System(s); (b) replace, modify, or provide substitute equipment/materials/technology/devices/System(s) to the District; or (c) return all monies paid by the District under the terms of this Agreement.;