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<br />109 SECTION 6: ATTACHMENTS | 2014_0122
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<br />15.1 General indemnity. Contractor will defend and indemnify Purchaser and the State of Oregon and their agencies,
<br />officers, employees, and agents (together, the “Indemnified Parties”) from and against all claims, suits, actions, losses, damages,
<br />liabilities, costs, expenses, and attorney fees of any nature whatsoever including the activities of Contractor and its officers,
<br />employees, subcontractors, resellers, and agents without limitation claims for personal injury, death, and property damage (together,
<br />“Claims”) resulting from, arising out of, and relating to goods and services provided by Contractor under this Addendum.
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<br />15.2 Infringement indemnity. Contractor will defend and indemnify the Indemnified Parties from and against Claims
<br />resulting from, arising out of, or relating to a claim that any aspect of the goods or services furnished under a Purchase Order infringes
<br />a copyright, patent, trademark, trade dress, utility model, industrial design, mask work, or any other intellectual property right of any
<br />third party (“Infringement Claim”).
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<br />15.3 Defense of indemnity claims. Contractor’s obligation to defend and indemnify a Purchaser is conditioned on
<br />Purchaser providing to Contractor notice of a Claim or potential Claim of which Purchaser becomes aware that may be the subject of
<br />those sections. However, to the extent Purchaser’s notice is delayed, Contractor’s obligation to defend and indemnify is only foregone
<br />only to the extent it is prejudiced by delay. Contractor may control the defense and settlement of Claims. However, neither
<br />Contractor nor any attorney engaged by Contractor may defend a claim nor purport to act as legal representative in the name of the
<br />State of Oregon or the Indemnified Parties which are state agencies without the approval of the Oregon Attorney General. Contractor
<br />may not settle any claim on behalf of the State of Oregon without the approval of the Attorney General. The State of Oregon may, at
<br />its election, assume its own defense by providing notice to Contractor. Contractor may not settle any indemnity claim on the State of
<br />Oregon’s behalf without the prior written consent of the Oregon Attorney General. The participation of the State of Oregon under this
<br />section will not relieve Contractor of its obligation to indemnify the State of Oregon.
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<br />15.4 Remedies for Infringement Claims. If any goods or services furnished by Contractor are, in Contractor’s opinion,
<br />likely to become the subject of an Infringement Claim, or if an Purchaser is prevented from exercising its rights under this Addendum
<br />based on any Infringement Claim or court order arising from any Infringement Claim, then Contractor may, at its option and expense,
<br />(1) procure for the Purchaser the right to continue using the allegedly infringing goods and services, or (2) replace or modify the goods
<br />or services so that they become non-infringing, provided that the replacement or modified product or service meets the specifications
<br />in the applicable Purchase Order to the satisfaction of Purchaser. If the foregoing remedies are not available, then Purchaser may
<br />return the allegedly infringing goods or terminate the allegedly infringing services, and Contractor must refund Purchaser’s payments
<br />in full, for the allegedly infringing goods or services, in additional to any other remedies available to Purchaser.
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<br />15.5 Limitation of liability. Except for indemnity and defense liability or confidentiality violations, or claims for
<br />personal injury, including death, or damage to property arising from the negligence, reckless conduct, or intentional acts of Contractor,
<br />its officers, employees, and agents, Contractor’s liability for damages to the State of Oregon for individual claims is limited to the
<br />greater of one million dollars or two times the aggregate value of all payments made by Purchasers under this Addendum over the two
<br />year period prior to notice of a claim. Neither party is liable to the other party for any consequential or incidental damages.
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<br />16. Term and termination of Addendum.
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<br />16.1 Term of Addendum. The initial term of this Addendum will be _______ years beginning on the date that Oregon
<br />DPS signs the Addendum. Oregon DPS may extend the term of the Addendum for additional periods not to exceed a cumulative total
<br />of _______ years, unless terminated earlier in accordance with the termination provisions in this Addendum. Irrespective of any
<br />termination, a Purchaser’s rights this Addendum continues in force for any goods and services accepted by a Purchaser.
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<br />16.2 Termination of Addendum. In addition to any termination rights in the Minnesota Agreement, Oregon DPS may
<br />terminate this Addendum, in whole or in part, immediately upon notice to Contractor, or at such later date as Oregon DPS may
<br />establish in such notice, for no reason or for any reason. Oregon DPS may also terminate this Addendum for the following reasons:
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<br />(a) Contractor is in default under this Addendum and breaches any term of this Addendum.
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<br />(b) Oregon DPS fails to receive funding, appropriations, limitations, allotments, or other expenditure authority at levels
<br />sufficient to allow Oregon DPS, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this
<br />Addendum.
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<br />(c) Federal, state, or local laws, regulations or guidelines are modified or interpreted in such a way that either the
<br />purchase of goods or services under this Addendum is prohibited or a Purchaser is prohibited from paying for such goods or services
<br />from the planned funding source.
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