Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by Vendor; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure the right for Delaware to continue using it, ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.18.1. Vendor Provider shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the VendorProvider, its agents or employees, or b. VendorProvider’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor Provider shall have been notified promptly in writing by Delaware of any notice of such claim. 9.28.2. If Delaware promptly notifies Vendor Provider in writing of a third third-party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor Provider will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor Provider will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable;, or b. Delaware’s failure to use corrections or enhancements made available by Vendor;Provider, or c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor;Provider, or d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or Deliverable, or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorProvider's opinion is likely to be, held to be infringing, Vendor Provider shall at its expense and option either: i. Procure the right for Delaware to continue using it,, or ii. Replace it with a non-infringing equivalent,, or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorProvider's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor Provider shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the The negligence or other wrongful conduct of the VendorProvider, its agents or employees, or; b. VendorProvider’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been and Provider was notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor Provider in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor Provider will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor Provider will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by VendorProvider; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by VendorProvider; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or Deliverable; or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorProvider's opinion is likely to be, held to be infringing, Vendor Provider shall at its expense and option either: i. Procure the right for Delaware to continue using it,; ii. Replace it with a non-infringing equivalent,; or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorProvider's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor VENDOR NAME shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the VendorVENDOR NAME, its agents or employees, or b. VendorVENDOR NAME’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor as to (A) or (B) that i. VENDOR NAME shall have been notified promptly in writing by Delaware of any notice of such claim; and ii. VENDOR NAME shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise. 9.2. If Delaware promptly notifies Vendor VENDOR NAME in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor VENDOR NAME will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor VENDOR NAME will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by VendorVENDOR NAME; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by VendorVENDOR NAME; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorVENDOR NAME's opinion is likely to be, held to be infringing, Vendor VENDOR NAME shall at its expense and option either i. Procure the right for Delaware to continue using it, either ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorVENDOR NAME's entire liability with respect to infringement. 9.3. Delaware agrees that VENDOR NAME' total liability to Delaware for any and all damages whatsoever arising out of or in any way related to this Agreement from any cause, including but not limited to contract liability or VENDOR NAME negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed fees paid to VENDOR NAME. In no event shall VENDOR NAME be liable for special, indirect, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought, and even if VENDOR NAME has been advised of the likelihood of such damages.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. : the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. or Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. : Delaware’s misuse or modification of the Deliverable; b. ; Delaware’s failure to use corrections or enhancements made available by Vendor; c. ; Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. ; Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. either Procure the right for Delaware to continue using it, ii. , Replace it with a non-infringing equivalent, iii. , Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. : the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. or Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided as to (A) or (B) that Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2; and Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. : Delaware’s misuse or modification of the Deliverable; b. ; Delaware’s failure to use corrections or enhancements made available by Vendor; c. ; Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. ; Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. either Procure the right for Delaware to continue using it, ii. , Replace it with a non-infringing equivalent, iii. , Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided as to (A) or (B) that i. Vendor shall have been notified promptly in writing by Delaware of any notice of such claim; and ii. Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise. 9.2. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by Vendor; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure the right for Delaware to continue using it, ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents agents, and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the : The negligence or other wrongful conduct of the Vendor, its agents agents, or employees, or b. or Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware the Department of any notice of such claim. 9.2. If Delaware the Department promptly notifies Vendor in writing of a third third-party claim against Delaware the Department that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delawarethe Department. Vendor will not indemnify Delawarethe Department, however, if the claim of infringement is caused by: a. Delaware: The Department’s misuse or modification of the Deliverable; b. Delaware; The Department’s failure to use corrections or enhancements made available by Vendor; c. Delaware; The Department’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware; The Department’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification specification, or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure either procure the right for Delaware the Department to continue using it, ii. Replace , replace it with a non-infringing equivalent, iii. Modify , or modify it to make it non-infringing. The foregoing remedies constitute Delawarethe Department’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. : the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. or Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third third-party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. : Delaware’s misuse or modification of the Deliverable; b. ; Delaware’s failure to use corrections or enhancements made available by Vendor; c. ; Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. ; Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification specification, or materials provided by Client Vendor or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. either Procure the right for Delaware to continue using it, ii. , Replace it with a non-infringing equivalent, iii. , Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third third-party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by Vendor; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification specification, or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure the right for Delaware to continue using it, ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided as to (A) or (B) that i. Vendor shall have been notified promptly in writing by Delaware of any notice of such claim.; and 9.2. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by Vendor; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure the right for Delaware to continue using it, ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor Provider shall indemnify and hold harmless the StateState of Delaware, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the The negligence or other wrongful conduct of the VendorProvider, its agents or employees, or; b. VendorProvider’s breach of any material provision of this Agreement not cured after due notice and a thirty (30) calendar day opportunity to cure, provided Vendor shall have been and Provider was notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor Provider in writing of a third party claim against Delaware that any Deliverable Services infringes a copyright or a trade secret of any third party, Vendor Provider will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor Provider will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by VendorProvider; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by VendorProvider; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or Deliverable; or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorProvider's opinion is likely to be, held to be infringing, Vendor Provider shall at its expense and option either: i. Procure the right for Delaware to continue using it,; ii. Replace it with a non-infringing equivalent,; or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorProvider's entire liability with respect to copyright infringement.

Indemnification Limitation of Liability. 9.1. Vendor Provider shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the VendorProvider, its agents or employees, or b. VendorProvider’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor Provider shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor Provider in writing of a third third-party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor Provider will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor Provider will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable;, or b. Delaware’s failure to use corrections or enhancements made available by Vendor;Provider, or c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor;Provider, or d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or Deliverable, or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorProvider's opinion is likely to be, held to be infringing, Vendor Provider shall at its expense and option either: i. Procure the right for Delaware to continue using it,, or ii. Replace it with a non-infringing equivalent,, or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorProvider's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by Vendor; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or or e. Information, direction, specification or materials provided by Client Vendor or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure the right for Delaware to continue using it, ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third third-party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable;, or b. Delaware’s failure to use corrections or enhancements made available by Vendor;, or c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor;, or d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or Deliverable, or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either: i. Procure the right for Delaware to continue using it,, or ii. Replace it with a non-infringing equivalent,, or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. 9.1 Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claimclaims. 9.2. 9.2 If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of or infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by Vendor; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's ’s opinion is likely to be, held to be infringing, Vendor shall at its expense and option either: i. Procure the right for Delaware to continue using it, ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's ’s entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.18.1. Vendor Provider shall indemnify and hold harmless the StateState of Delaware, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the VendorProvider, its agents or employees, or b. VendorProvider’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor Provider shall have been notified promptly in writing by Delaware of any notice of such claim. 9.28.2. If Delaware promptly notifies Vendor Provider in writing of a third third-party claim against Delaware that any Deliverable infringes services infringe a copyright or a trade secret of any third party, Vendor Provider will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor Provider will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable;, or b. Delaware’s failure to use corrections or enhancements made available by Vendor;Provider, or c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor;Provider, or d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or Deliverable, or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorProvider's opinion is likely to be, held to be infringing, Vendor Provider shall at its expense and option either: i. Procure the right for Delaware to continue using it,, or ii. Replace it with a non-infringing equivalent,, or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorProvider's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the The negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by Vendor; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure the right for Delaware to continue using it, ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. 9.1 Vendor shall indemnify and hold harmless the StateDelaware, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses expenses, (including attorneys’ fees) directly arising out of: a. (A) the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. or (B) Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Agreement. Vendor shall have been be notified promptly in writing by Delaware of any notice of such claim. 9.2. 9.2 If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. by (1) Delaware’s misuse or modification of the Deliverable; b. deliverable; (2) Delaware’s failure to use corrections or enhancements made available by Vendor; c. ; (3) Delaware’s use of the Deliverable deliverable in combination with any product or information not owned or developed by Vendor; d. ; (4) Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable deliverable or e. Information(5) information, direction, specification or materials provided by Client Delaware or any third party. If any Deliverable deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure either (a) procure the right for Delaware to use or continue using it, ii. Replace , (b) replace it with a non-infringing equivalent, iii. Modify , or (c) modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement. 9.3 [Reserved.]

Indemnification Limitation of Liability. 9.1. Vendor Provider shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the The negligence or other wrongful conduct of the VendorProvider, its agents or employees, or; b. VendorProvider’s breach of any material provision of this Agreement not cured after due notice and a thirty (30) calendar day opportunity to cure, provided Vendor shall have been and Provider was notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor Provider in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor Provider will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor Provider will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by VendorProvider; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by VendorProvider; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or Deliverable; or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorProvider's opinion is likely to be, held to be infringing, Vendor Provider shall at its expense and option either: i. Procure the right for Delaware to continue using it,; ii. Replace it with a non-infringing equivalent,; or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorProvider's entire liability with respect to copyright infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by Vendor; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. Procure the right for Delaware to continue using it,, or ii. Replace it with a non-infringing equivalent,, or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor VENDOR NAME shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the VendorVENDOR NAME, its agents or employees, or b. VendorVENDOR NAME’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor as to (A) or (B) that i. VENDOR NAME shall have been notified promptly in writing by Delaware of any notice of such claim; and ii. VENDOR NAME shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise. 9.2. If Delaware promptly notifies Vendor VENDOR NAME in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor VENDOR NAME will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor VENDOR NAME will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by VendorVENDOR NAME; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by VendorVENDOR NAME; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorVENDOR NAME's opinion is likely to be, held to be infringing, Vendor VENDOR NAME shall at its expense and option either i. Procure the right for Delaware to continue using it, either ii. Replace it with a non-infringing equivalent, iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorVENDOR NAME's entire liability with respect to infringement. 9.3. Delaware agrees that VENDOR NAME' total liability to Delaware for any and all damages whatsoever arising out of or in any way related to this Agreement from any cause, including but not limited to contract liability or VENDOR NAME negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed fees paid to VENDOR NAME. In no event shall VENDOR NAME be liable for special, indirect, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought, and even if VENDOR NAME has been advised of the likelihood of such damages.

Indemnification Limitation of Liability. 9.1. Vendor Provider shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the VendorProvider, its agents or employees, or b. VendorProvider’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor Provider shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor Provider in writing of a third third-party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor Provider will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor Provider will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable;. b. Delaware’s failure to use corrections or enhancements made available by Vendor;Provider. c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor;Provider. d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or Deliverable; or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorProvider's opinion is likely to be, held to be infringing, Vendor Provider shall at its expense and option either i. Procure the right for Delaware to continue using it,, or ii. Replace it with a non-infringing equivalent,, or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorProvider's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor Provider shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. the negligence or other wrongful conduct of the VendorProvider, its agents or employees, or b. VendorProvider’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor Provider shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor Provider in writing of a third party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor Provider will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor Provider will not indemnify Delaware, however, if the claim of infringement is caused by: a. Delaware’s misuse or modification of the Deliverable; b. Delaware’s failure to use corrections or enhancements made available by VendorProvider; c. Delaware’s use of the Deliverable in combination with any product or information not owned or developed by VendorProvider; d. Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in VendorProvider's opinion is likely to be, held to be infringing, Vendor Provider shall at its expense and option either; i. Procure the right for Delaware to continue using it,; or ii. Replace it with a non-infringing equivalent,; or iii. Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and VendorProvider's entire liability with respect to infringement.

Indemnification Limitation of Liability. 9.1. Vendor shall indemnify and hold harmless the State, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) directly arising out of: a. : the negligence or other wrongful conduct of the Vendor, its agents or employees, or b. or Vendor’s breach of any material provision of this Agreement not cured after due notice and opportunity to cure, provided Vendor shall have been notified promptly in writing by Delaware of any notice of such claim. 9.2. If Delaware promptly notifies Vendor in writing of a third third-party claim against Delaware that any Deliverable infringes a copyright or a trade secret of any third party, Vendor will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Delaware. Vendor will not indemnify Delaware, however, if the claim of infringement is caused by: a. : Delaware’s misuse or modification of the Deliverable; b. ; Delaware’s failure to use corrections or enhancements made available by Vendor; c. ; Delaware’s use of the Deliverable in combination with any product or information not owned or developed by Vendor; d. ; Delaware’s distribution, marketing or use for the benefit of third parties of the Deliverable or e. Information, direction, specification specification, or materials provided by Client or any third party. If any Deliverable is, or in Vendor's opinion is likely to be, held to be infringing, Vendor shall at its expense and option either i. either Procure the right for Delaware to continue using it, ii. , Replace it with a non-infringing equivalent, iii. , Modify it to make it non-infringing. The foregoing remedies constitute Delaware’s sole and exclusive remedies and Vendor's entire liability with respect to infringement.