Common use of Indemnification of TIPS Clause in Contracts

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth aboveATTORNEY’S FEES AS SET FORTH ABOVE, recovery of attorneysRECOVERY OF ATTORNEYS’ fees by the prevailing party is authorized only if authorized by TexFEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY XXX. EducEDUC. Code CODE § 44.032(f44.032(F).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMONincluding without limitation causes of action based upon common, CONSTITUTIONALconstitutional, OR STATUTORY LAW OR BASED IN or statutory law or based in whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT performance under this Agreement (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERSincluding the performance of Vendor’s officers, EMPLOYEESemployees, AGENTSagents, AUTHORIZED RESELLERSAuthorized Resellers, SUBCONTRACTORSsubcontractors, LICENSEESlicensees, OR INVITEESor invitees), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTIONregardless of the nature of the cause of action, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMONincluding without limitation causes of action based upon common, CONSTITUTIONALconstitutional, OR STATUTORY LAW OR BASED IN or statutory law or based in whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by TexXxx. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, REASONABLE ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, OR SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized Resellers, subcontractors, licensees, or inviteesOR SUBCONTRACTORS. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring APART FROM THIS INDEMNIFICATION PROVISION REQUIRING DocuSign Envelope ID: 107A148C-A77A-42BF-B3A8-41D6D40E279E indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f). for the avoidance of doubt, the indemnity obligations set forth in this paragraph shall not apply in any way to harm arising out of any THIRD- PARTY products, software, and/or services resold by vendor under this agreement.

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR XXXXXX AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS,TIPS officers, TIPS MEMBERSEmployees, TIPS OFFICERSDirectors, and TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES Trustees (THE the “TIPS INDEMNITEESIndemnitees”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRDfrom and against all claims and suits by third-PARTIES FOR DAMAGES, INJURIES TO PERSONS parties for damages from injuries to persons (INCLUDING DEATHincluding death), PROPERTY DAMAGESand tangible property damages, LOSSESand associated losses, EXPENSESexpenses, FEESfees, INCLUDING COURT COSTSincluding court costs, ATTORNEY’S FEESattorney’s fees, AND EXPERT FEESand expert fees, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT arising out of or relating to Vendor’s d e f a u l t o r m a t e r i a l performance failure under this Agreement (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERSincluding the performance of Vendor’s officers, EMPLOYEESemployees, AGENTSagents, AUTHORIZED RESELLERSAuthorized Resellers, or SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. UNDER NO LIMITATION CIRCUMSTANCES WILL EITHER PARTY LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THIS AGREEMENT OR PROVISION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO SERVICES. APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS INDEMNITEES’ ATTORNEY’S FEES AS SET FORTH ABOVE, RECOVERY OF ATTORNEYS’ FEES BY TIPSTHE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY XXX. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by TexEDUC. Educ. Code CODE § 44.032(f44.032(F).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION, EACH PARTY’S MAXIMUM LIABILITY TO THE OTHER PARTY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE GREATER OF (X) $25,000 OR (Y) THE AMOUNT PAYABLE TO THE VENDOR FROM THE TIPS IndemniteesMEMBER WHO PARTY TO SUCH ACTION FOR THE SALE OF THE SOLUTION FROM WHICH THE CLAIM AROSE. FOR THE SOLUTION FROM WHICH THE CLAIM AROSE DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TIPS AND SOFTDOCS AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN. SOFTDOCS’ TOTAL, AGGREGATE LIABILITY FOR ITS INDEMNIFICATION AS SET FORTH HEREIN SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000.00 USD). APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS INDEMNITEES’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN DocuSign Envelope ID: 55FAD7FF-8FD4-4AB5-BB06-390CE528AD05 whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, other than TIPS Member Customers, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth aboveATTORNEY’S FEES AS SET FORTH ABOVE, recovery of attorneysRECOVERY OF ATTORNEYS’ fees by the prevailing party is authorized only if authorized by TexFEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY XXX. EducEDUC. Code CODE § 44.032(f44.032(F).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN DocuSign Envelope ID: 744C3715-CC75-4970-B72B-7DDA0E62B625 whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN DocuSign Envelope ID: 2102F162-FBBC-4B39-91B3-7E86C1EBBD25 whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERSAuthorized Resellers, SUBCONTRACTORSsubcontractors, LICENSEESlicensees, OR INVITEESor invitees), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTIONregardless of the nature of the cause of action, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMONincluding without limitation causes of action based upon common, CONSTITUTIONALconstitutional, OR STATUTORY LAW OR BASED IN or statutory law or based in whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by TexXxx. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN Zoho Sign Document ID: 2FE10E04--VSQB3UKPAWMFYNDAM-MRV6TUS7QP5BHVD8PAOJZNKQ whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon UPON allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. WITH THE EXCEPTION OF THIRD PARTY CONSEQUENTIAL, INDICRECT, OR SPECIAL DAMAGES FOR WHICH VENDOR IS NOT RESPONSIBLE, VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES, LIABILITY IS LIMITED TO THE VALUE OF THE CONTRACT OR AVAILABLE INSURANCE PROCEEDS WHICH EVER IS GREATER. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth aboveATTORNEY’S FEES AS SET FORTH ABOVE, recovery of attorneysRECOVERY OF ATTORNEYS’ fees by the prevailing party is authorized only if authorized by TexFEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY XXX. EducEDUC. Code CODE § 44.032(f44.032(F).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTIONaction, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMONincluding without limitation causes of action based upon common, CONSTITUTIONALconstitutional, OR STATUTORY LAW OR BASED IN or statutory law or based in whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN DocuSign Envelope ID: 525B041F-43AE-4A06-9DE1-C6CE37BF1986 whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth aboveATTORNEY’S FEES AS SET FORTH ABOVE, recovery of attorneysRECOVERY OF ATTORNEYS’ fees by the prevailing party is authorized only if authorized by TexFEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY XXX. EducEDUC. Code CODE § 44.032(f44.032(F). IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE TOTAL LIABILITY OF VENDOR FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION SHALL NOT EXCEED THE TOTAL SALES MADE BY VENDOR HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMONincluding without limitation causes of action based upon common, CONSTITUTIONALconstitutional, OR STATUTORY LAW OR BASED IN or statutory law or based in whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f). However, in no instance shall vendor be responsible for defending or liable for the willful misconduct, negligence, or gross negligence of any third party.

Indemnification of TIPS. VENDOR XXXXXX AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERSofficers, TIPS EMPLOYEESEmployees, TIPS DIRECTORSDirectors, AND and TIPS TRUSTEES Trustees (THE the “TIPS INDEMNITEESIndemnitees”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRDfrom and against all claims and suits by third-PARTIES FOR DAMAGESparties for damages, INJURIES TO PERSONS injuries to persons, property damages, losses, expenses, fees, including court costs, REASONABLE attorney’s fees, and expert fees, arising out of or relating to Vendor’s N E XX XXX N T performance under this Agreement (INCLUDING DEATHincluding the performance of Vendor’s officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees), PROPERTY DAMAGESregardless of the nature of the cause of action, LOSSESincluding without limitation causes of action based upon common, EXPENSESconstitutional, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT or WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING INTENTIONAL ACTS OR OMISSIONS ON THE PERFORMANCE PART OF VENDOR’S , ITS OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES); PROVIDED, REGARDLESS VENDOR’S AGGREGATE LIABILITY TO TIPS UNDER THIS AGREEMENT, INCLUDING THE INDEMNITY OBLIGATION IN THIS SECTION, WILL NOT EXCEED THE GREATER OF: (A) $100,000 OR (B) THREE TIMES (3X) THE AMOUNTS RECEIVED BY VENDOR FROM TIPS MEMBERS FOR TIPS SALES IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.. APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR XXXXXX AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERSofficers, TIPS EMPLOYEESEmployees, TIPS DIRECTORSDirectors, AND and TIPS TRUSTEES Trustees (THE the “TIPS INDEMNITEESIndemnitees”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRDfrom and against all claims and suits by third-PARTIES FOR DAMAGESparties for damages, INJURIES TO PERSONS injuries to persons (INCLUDING DEATHincluding death), PROPERTY DAMAGESproperty damages, LOSSESlosses, EXPENSESexpenses, FEESfees, INCLUDING COURT COSTSincluding court costs, ATTORNEY’S FEESattorney’s fees, AND EXPERT FEESand expert fees, ARISING OUT arising out of or relating to Vendor’s performance under this Agreement (including the performance of Vendor’s officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees), regardless of the nature of the cause of action, including without limitation causes of action based upon common, constitutional, or statutory law or based in WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING INTENTIONAL ACTS OR OMISSIONS ON THE PERFORMANCE PART OF VENDOR’S , ITS OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN Docusign Envelope ID: E44A604F-F9A6-4A1E-BFC7-28488936060E whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN DocuSign Envelope ID: F205C5B7-A052-446C-B5BD-64EA2C55002A whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the IF BOTH TIPS IndemniteesINDEMNITEES AND VENDOR ARE NEGLIGENT OR OTHERWISE AT FAULT OR STRICTLY LIABLE WITHOUT FAULT, THEN THE OBLIGATIONS OF INDEMNIFICATION UNDER THIS SECTION SHALL CONTINUE, BUT VENDOR SHALL INDEMNIFY TIPS INDEMNITIEES ONLY FOR THE PERCENTAGE OF RESPONSIBILITY FOR THE DAMAGE OR INJURIES ATTRIBUTABLE TO VENDOR. APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS INDEMNITEES’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by TexXxx. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER ANY ACTUAL OR ALLEGED (I) PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, OR VIOLATION OF ANY OTHER PROPRIETARY RIGHT, ARISING OUT OF THE PURCHASE OF ANY PRODUCT, (II) BREACH BY VENDOR OF ANY TERM OR PROVISION OF THIS AGREEMENT OR (INCLUDING THE PERFORMANCE III) WRONGFUL OR NEGLIGENT ACT OR OMISSION BY ANY OF VENDOR’S VENDOR AND ITS OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, AGENTS, AUTHORIZED RESELLERSSERVANTS, SUBCONTRACTORSEMPLOYEES AND REPRESENTATIVES; PROVIDED, LICENSEES, OR INVITEES), REGARDLESS THAT THIS SECTION SHALL NOT OBLIGATE VENDOR TO INDEMNIFY ANY INDEMNIFIED PARTY FOR ANY PORTION OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY DAMAGES (EXCEPT FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY BASED ON THEORIES OF STRICT LIABILITY) DIRECTLY ATTRIBUTABLE TO, AND DIRECTLY CAUSED BY, THE NEGLIGENCE OF TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR XXXXXX AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERSofficers, TIPS EMPLOYEESEmployees, TIPS DIRECTORSDirectors, AND and TIPS TRUSTEES Trustees (THE the “TIPS INDEMNITEESIndemnitees”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRDfrom and against all claims and suits by third-PARTIES FOR DAMAGESparties for damages, INJURIES TO PERSONS injuries to persons (INCLUDING DEATHincluding death), PROPERTY DAMAGESproperty damages, LOSSESlosses, EXPENSESexpenses, FEESfees, INCLUDING COURT COSTSincluding court costs, ATTORNEY’S FEESattorney’s fees, AND EXPERT FEESand expert fees, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT arising out of or relating to Vendor’s performance under this Agreement (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on including the part performance of Vendor, its ’s officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees), HOWEVER, THIS INDEMNIFICATION SHALL ONLY APPLY TO THE EXTENT SUCH DAMAGES OR LOSSES ARE CAUSED BY THE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONSOFVENDOR, ITSOFFICERS, EMPLOYEES, AGENTS, ITS SUBCONTRACTORS,. NOTWITHSTANDING THE FOREGOING, VENDOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EXCEPT WHERE SUCH DAMAGES ARE EXPRESSLY AUTHORIZED BY APPLICABLELAW. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DIRECT DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, REASONABLE ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or inviteesinvitees except to the extent that such costs, expenses, damages, injury or loss are caused by the negligence or willful misconduct of tips, tips members or employees and to the extent permitted by the constitution and laws of the state of Texas. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f). in no event shall vendor be liable To TIPS for indirect, consequential or incidental damages. with the exception of damages for personal injury or property damage, vendor’s liability herein is limited to the amount vendor has SOLD under all tips agreements the prior 12 months.

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL THIRD PARTY CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS IndemniteesINDEMNITEES’ attorney’s fees as set forth aboveATTORNEY’S FEES AS SET FORTH ABOVE, recovery of attorneysRECOVERY OF ATTORNEYS’ fees by the prevailing party is authorized only if authorized by TexFEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY XXX. EducEDUC. Code CODE § 44.032(f44.032(F).

Indemnification of TIPS. VENDOR TO THE EXTENT OF XXXXXX’S FAULT, XXXXXX AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorUPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERSAuthorized Resellers, SUBCONTRACTORSsubcontractors, LICENSEESlicensees, OR INVITEESor invitees), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTIONregardless of the nature of the cause of action, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMONincluding without limitation causes of action based upon common, CONSTITUTIONALconstitutional, OR STATUTORY LAW OR BASED IN or statutory law or based in whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, REASONABLE ATTORNEY’S FEES, AND EXPERT FEES, DIRECTLY ARISING OUT OF OR RELATING TO FROM VENDOR’S PERFORMANCE FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE PERFORMANCE TIPS INDEMNITEES’ ATTORNEY’S FEES AS SET FORTH ABOVE, RECOVERY OF VENDOR’S OFFICERSATTORNEYS’ FEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY TEX. EDUC. CODE § 44.032(F). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EMPLOYEESVENDOR SHALL NOT BE RESPONSIBLE FOR ANY SUCH DAMAGES, AGENTSLIABILITY, AUTHORIZED RESELLERSCLAIMS, SUBCONTRACTORS, LICENSEESCOSTS, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN EXPENSES arising in whole or in part upon allegations from or relating to any act or omission of negligent or intentional acts or omissions on the part of VendorTIPS, its agents, officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f)contractors.

Indemnification of TIPS. VENDOR XXXXXX AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRDthird-PARTIES FOR DAMAGESparties for damages, INJURIES TO PERSONS injuries to persons (INCLUDING DEATHincluding death), PROPERTY DAMAGESproperty damages, LOSSESlosses, EXPENSESREASONABLE expenses AND fees, FEESincluding court costs, INCLUDING COURT COSTSattorney’s fees, ATTORNEY’S FEESand expert fees, AND EXPERT FEESDIRECTLY arising out of Vendor’s NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT under this Agreement (including the performance of Vendor’s officers, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERSemployees, EMPLOYEESagents, AGENTSAuthorized Resellers, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEESsubcontractors, OR INVITEESlicensees), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTIONregardless of the nature of the cause of action, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMONincluding without limitation causes of action based upon common, CONSTITUTIONALconstitutional, OR STATUTORY LAW OR BASED IN or statutory law or based in whole or in part upon allegations of negligent or intentional acts ACTS or omissions OR WILLFUL MISCONDUCT on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, OR licensees. Vendor agrees to protect, indemnify, and hold the TIPS Indemnitees harmless from and against any and all losses, claims, actions, demands, allegations, suits, judgments, costs, Reasonable expenses and fees, including court costs, attorney’s fees, and expert fees and all other liability of any nature whatsoever arising out of or inviteesrelating to allegations or claims that any Vendor Data infringes on the intellectual property rights of a third-party provided that (A) TIPS gives VENDOR immediate notice in writing of any such suit and permits VENDOR, through counsel of its choice, to answer the charge of infringement and defend such suit; and (B) TIPS gives VENDOR all needed information, assistance and authority, at VENDOR's expense, to enable VENDOR to defend such suit. UNLESS OTHERWISE PROHIBITED BY LAW, THE AGGREGATE LIABILITY OF VENDOR TO TIPS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL IN NO LIMITATION CASE EXCEED THE VALUE OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPSthe TIPS sale(s) subject to the claim triggering indemnity. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f44.032(F).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND DEFEND, (EXCEPT IN CONNECTION WITH CLAIMS MADE UNDER XXXXXX’S PROFESSIONAL LAIBLITY POLICY ), TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-THIRD- PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING REASONABLE COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorWHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).AUTHORIZED RESELLERS,

Indemnification of TIPS. WITH THE EXCEPTION OF THIRD PARTY CONSEQUENTIAL, INDICRECT, OR SPECIAL DAMAGES FOR WHICH VENDOR IS NOT RESPONSIBLE, VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON DocuSign Envelope ID: A3DB36A4-D6D7-40AB-8626-AAA35BF983FC the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, REASONABLE ATTORNEY’S FEES, AND REASONABLE EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER BREACH OF THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR BASED IN whole or in part upon allegations of negligent or intentional acts or omissions on the part of VendorOMISSIONS OR WILLFUL MISCONDUCT ON THE PART OF VENDOR, its officersITS OFFICERS, employeesEMPLOYEES, agentsAGENTS, Authorized ResellersAUTHORIZED RESELLERS, subcontractorsSUBCONTRACTORS, licenseesLICENSEES, or inviteesOR INVITEES. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this APART FROM THIS indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMONwithout limitation causes of action based upon common, CONSTITUTIONALconstitutional, OR STATUTORY LAW OR BASED IN or statutory law or based in whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by TexXxx. Educ. Code § 44.032(f).

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN DocuSign Envelope ID: 38CA74B7-FF47-483E-A748-432BD4F9678D whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Tex. Educ. Code § 44.032(f).