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Master Contract No. 902012
<br />Procurement Contract No. 24823
<br />Page 13 of 14
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<br />d. Contractor shall remain fully responsible for compliance by its subcontractors with all
<br />the terms of this Agreement, regardless of the terms of any agreement between
<br />Contractor and its subcontractors.
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<br />31. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond
<br />the termination on expiration of the Agreement, including without limitation, the obligations
<br />regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict
<br />of Interest (Paragraph 12), shall survive termination or expiration.
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<br />32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be
<br />illegal, unenforceable, or invalid in whole or in part for any reason, the validity and
<br />enforceability of the remaining provisions, or portions of them, will not be affected, unless an
<br />essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or
<br />invalid provision.
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<br />33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations,
<br />claims, or threatened claims that the materials, services, hardware or software (“Contractor
<br />Products”) provided to County under this Agreement infringe any patent, copyright or other
<br />proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and
<br />against all losses, claims, damages, liabilities, costs expenses and amounts (collectively,
<br />“Losses”) arising out of or in connection with an assertion that any Contractor Products or the
<br />use thereof, infringe any patent, copyright or other proprietary right of any third party. County
<br />will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to
<br />defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to
<br />enable Contractor to do so. Contractor shall not agree without County’s prior written consent,
<br />to any settlement, which would require County to pay money or perform some affirmative act
<br />in order to continue using the Contractor Products.
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<br />a. If Contractor is obligated to defend County pursuant to this Paragraph 33 and fails to do
<br />so after reasonable notice from County, County may defend itself and/or settle such
<br />proceeding, and Contractor shall pay to County any and all losses, damages and
<br />expenses (including attorney’s fees and costs) incurred in relationship with County’s
<br />defense and/or settlement of such proceeding.
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<br />b. In the case of any such claim of infringement, Contractor shall either, at its option, (1)
<br />procure for County the right to continue using the Contractor Products; or (2) replace or
<br />modify the Contractor Products so that that they become non-infringing, but equivalent
<br />in functionality and performance.
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<br />c. Notwithstanding this Paragraph 33, County retains the right and ability to defend itself,
<br />at its own expense, against any claims that Contractor Products infringe any patent,
<br />copyright, or other intellectual property right.
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