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Procurement Contract No. 16383 <br />information to enable CONTRACTOR to do so. CONTRACTOR shall not agree <br />without COUNTY's prior written consent, to any settlement, which would require <br />COUNTY to pay money or perform some affirmative act in order to continue <br />using the Contractor Products. <br />a. If CONTRACTOR is obligated to defend COUNTY pursuant to this <br />Section 33 and fails to do so after reasonable notice from COUNTY, <br />COUNTY may defend itself and/or settle such proceeding, and <br />CONTRACTOR shall pay to COUNTY any and all losses, damages and <br />expenses (including attorney's fees and costs) incurred in relationship with <br />COUNTY's defense and/or settlement of such proceeding. <br />b. In the case of any such claim of infringement, CONTRACTOR shall either, <br />at its option, (1) procure for COUNTY the right to continue using the <br />Contractor Products; or (2) replace or modify the Contractor Products so <br />that that they become non -infringing, but equivalent in functionality and <br />performance. <br />Notwithstanding this Section 33, COUNTY retains the right and ability to <br />defend itself, at its own expense, against any claims that Contractor <br />Products infringe any patent, copyright, or other intellectual property right. <br />34. OTHER AGENCIES: Other tax supported agencies within the State of California <br />who have not contracted for their own requirements may desire to participate in <br />this contract. The CONTRACTOR is requested to service these agencies and will <br />be given the opportunity to accept or reject the additional requirements. If the <br />CONTRACTOR elects to supply other agencies, orders will be placed directly by <br />the agency and payments made directly by the agency. <br />35. EXTENSION: This agreement may be extended for additional time needed to <br />complete the scope of work by mutual agreement of the COUNTY and the <br />CONTRACTOR. <br />36. SIGNATORY: By signing this agreement, signatory warrants and represents that <br />he/she executed this Agreement in his/her authorized capacity and that by his/her <br />signature on this Agreement, he/she or the entity upon behalf of which he/she <br />acted, executed this Agreement <br />[END OF GENERAL TERMS AND CONDITIONS] <br />Page 16 of 17 <br />