Common use of Indemnification of TIPS Clause in Contracts

Indemnification of TIPS. 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 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 Xxx. Educ. Code § 44.032(f). 15. Indemnification and Assumption of Risk – Vendor Data. XXXXXX AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (including but not limited to: Vendor information, Vendor documentation, Vendor’s proposals, Vendor pricing submitted or provided to TIPS, TIPS contract documents, TIPS correspondence, Vendor logos and images, Vendor’s contact information, Vendor’s brochures and commercial information, Vendor’s financial information, Vendor’s certifications, and any other Vendor information or documentation, including without limitation software and source code utilized by Vendor, submitted to TIPS by Vendor and its agents) (“Vendor Data”) to TIPS. For the sake of clarity, and without limiting the breadth of the indemnity obligations in Section 13 above, 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, expenses, fees, including court costs, attorney’s fees, and expert fees and all other liability of any nature whatsoever arising out of or relating to: (i) Any unauthorized, negligent or wrongful use of, or cyber data breach incident and viruses or other corrupting agents involving, Vendor’s Data, pricing, and information, computers, or other hardware or software systems, and; (ii) allegations or claims that any Vendor Data infringes on the intellectual property rights of a third-party or Vendor.

Indemnification of TIPS. 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 to the extent arising from (i) allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees, (ii) breach of contract, (iii) violation of applicable law, or (iv) allegations or claims that any Vendor Data (as defined in Section 15) infringes on the intellectual property rights of a third-party or Vendor. NO For avoidance of doubt, this indemnification obligation covers vendors performance under this Agreement, and does not include vendor’s indemnification responsibilities under any Supplemental Agreement by and between Vendor and a TIPS Member. Except as expressly set forth herein, Vendor’s liability to TIPS or a TIPS Indemnitee under this Agreement shall in no event exceed three times (3x) the aggregate TIPS Sales payments received by Vendor Rin the 12 month period immediately preceding the events giving rise to the claim. The preceding LIMITATION OF LIABILITY FOR DAMAGES FOR shall not apply for losses arising from PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR AGREED PUNITIVE DAMAGES, REGARDLESS OF WHETHER THE PARTY WAS MADE AWARE OF THE CIRCUMSTANCES GIVING RISE TO BY TIPSSUCH LOSSES. 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 Xxx. Educ. Code § 44.032(f). 15. Indemnification and Assumption of Risk – Vendor Data. XXXXXX AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (including but not limited to: Vendor information, Vendor documentation, Vendor’s proposals, Vendor pricing submitted or provided to TIPS, TIPS contract documents, TIPS correspondence, Vendor logos and images, Vendor’s contact information, Vendor’s brochures and commercial information, Vendor’s financial information, Vendor’s certifications, and any other Vendor information or documentation, including without limitation software and source code utilized by Vendor, submitted to TIPS by Vendor and its agents) (“Vendor Data”) to TIPS. For the sake of clarity, and without limiting the breadth of the indemnity obligations in Section 13 above, 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, expenses, fees, including court costs, attorney’s fees, and expert fees and all other liability of any nature whatsoever arising out of or relating to: (i) Any unauthorized, negligent or wrongful use of, or cyber data breach incident and viruses or other corrupting agents involving, Vendor’s Data, pricing, and information, computers, or other hardware or software systems, and; (ii) allegations or claims that any Vendor Data infringes on the intellectual property rights of a third-party or Vendor.

Indemnification of TIPS. XXXXXX V ENDOR 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, attorneyreasonable 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 Xxx. Educ. Code § 44.032(f). 15. Indemnification ND IGEN 15.Indemnification and Assumption of Risk – Vendor Data. XXXXXX V ENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (including but not limited toINCLUDING BUT NOT LIMITED TO: Vendor informationVENDOR INFORMATION, Vendor documentationVENDOR DOCUMENTATION, Vendor’s proposalsVENDOR’S PROPOSALS, Vendor pricing submitted or provided to VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS contract documentsCONTRACT DOCUMENTS, TIPS correspondenceCORRESPONDENCE, Vendor logos and imagesVENDOR LOGOS AND IMAGES, Vendor’s contact informationVENDOR’S CONTACT INFORMATION, Vendor’s brochures and commercial informationVENDOR’S BROCHURES AND COMMERCIAL INFORMATION, Vendor’s financial informationVENDOR’S FINANCIAL INFORMATION, Vendor’s certificationsVENDOR’S CERTIFICATIONS, and any other Vendor information or documentationAND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, including without limitation software and source code utilized by VendorINCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, submitted to SUBMITTED TO TIPS by Vendor and its agentsBY VENDOR AND ITS AGENTS) (“Vendor DataVENDOR DATA”) to TO TIPS. For the sake of clarityFOR THE SAKE OF CLARITY, and without limiting the breadth of the indemnity obligations in Section AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 13 aboveABOVE, Vendor agrees to protectVENDOR AGREES TO PROTECT, indemnifyINDEMNIFY, and hold the AND HOLD THE TIPS Indemnitees harmless from and against any and all lossesINDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, claimsCLAIMS, actionsACTIONS, demandsDEMANDS, allegationsALLEGATIONS, suitsSUITS, judgmentsJUDGMENTS, costsCOSTS, expensesEXPENSES, feesFEES, including court costsINCLUDING COURT COSTS, attorney’s feesATTORNEY’S FEES, and expert fees and all other liability of any nature whatsoever arising out of or relating toA ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (iI) Any unauthorizedANY UNAUTHORIZED, negligent or wrongful use ofNEGL T OR WRONGFUL USE OF, or cyber data breach incident and viruses or other corrupting agents involvingOR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, Vendor’s DataVENDOR’S DATA, pricingPRICING, and informationAND INFORMATION, computersCOMPUTERS, or other hardware or software systemsOR OTHER HARDWARE OR SOFTWARE SYSTEMS, andAND; (iiII) allegations or claims that any Vendor Data infringes on the intellectual property rights of a thirdALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-party or VendorPARTY OR VENDOR.

Indemnification of TIPS. 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 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 DocuSign Envelope ID: 608FE174-4611-46E0-93CF-0B526A60FBC3 BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ 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 XxxFEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF AUTHORIZED BY XXX. EducEDUC. Code CODE § 44.032(f44.032(F). 15. Indemnification and Assumption of Risk – Vendor Data. XXXXXX AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (including but not limited to: Vendor informationEXCEPT FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, Vendor documentation, Vendor’s proposals, Vendor pricing submitted or provided to TIPS, XXXXXX’S LIABILITY TO TIPS contract documents, UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO VENDOR BY THE PURCHASING TIPS correspondence, Vendor logos and images, Vendor’s contact information, Vendor’s brochures and commercial information, Vendor’s financial information, Vendor’s certifications, and any other Vendor information or documentation, including without limitation software and source code utilized by Vendor, submitted to TIPS by Vendor and its agents) (“Vendor Data”) to TIPS. For the sake of clarity, and without limiting the breadth of the indemnity obligations in Section 13 above, 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, expenses, fees, including court costs, attorney’s fees, and expert fees and all other liability of any nature whatsoever arising out of or relating to: (i) Any unauthorized, negligent or wrongful use of, or cyber data breach incident and viruses or other corrupting agents involving, Vendor’s Data, pricing, and information, computers, or other hardware or software systems, and; (ii) allegations or claims that any Vendor Data infringes on the intellectual property rights of a third-party or VendorMEMBER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification of TIPS. 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 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 Xxx. Educ. Code § 44.032(f). 15. Indemnification and Assumption Except as set forth herein, the total cumulative liability of Risk – Vendor Data. XXXXXX AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (including but the parties under this Agreement will not limited to: Vendor information, Vendor documentation, Vendor’s proposals, Vendor pricing submitted or provided to TIPS, TIPS contract documents, TIPS correspondence, Vendor logos and images, Vendor’s contact information, Vendor’s brochures and commercial information, Vendor’s financial information, Vendor’s certifications, and any other Vendor information or documentation, including without limitation software and source code utilized by Vendor, submitted to TIPS exceed the amounts received by Vendor and its agentsfor TIPS Sales under this Agreement during the previous twelve (12) (“Vendor Data”) to TIPSmonths. For the sake of clarity, and without limiting the breadth of the indemnity obligations in Section 13 above, 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, expenses, fees, including court costs, attorney’s fees, and expert fees and all other liability of any nature whatsoever arising out of or relating Limitations under this section will not apply to: (i) Any unauthorized, negligent or wrongful use of, or cyber data breach incident and viruses or other corrupting agents involving, Vendor’s Data, pricing, and information, computers, or other hardware or software systems, andfees owed by customer; (ii) allegations or claims that any Vendor Data infringes on either party’s liability for infringement of the intellectual property rights of a third-party or Vendor.other party’s Intellectual Property rights;

Indemnification of TIPS. 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 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. IF BOTH TIPS INDEMNITEES 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 Xxx. Educ. Code § 44.032(f). 15. Indemnification and Assumption of Risk – Vendor Data. XXXXXX AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (including but not limited to: Vendor information, Vendor documentation, Vendor’s proposals, Vendor pricing submitted or provided to TIPS, TIPS contract documents, TIPS correspondence, Vendor logos and images, Vendor’s contact information, Vendor’s brochures and commercial information, Vendor’s financial information, Vendor’s certifications, and any other Vendor information or documentation, including without limitation software and source code utilized by Vendor, submitted to TIPS by Vendor and its agents) (“Vendor Data”) to TIPS. For the sake of clarity, and without limiting the breadth of the indemnity obligations in Section 13 above, 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, expenses, fees, including court costs, attorney’s fees, and expert fees and all other liability of any nature whatsoever arising out of or relating to: (i) Any unauthorized, negligent or wrongful use of, or cyber data breach incident and viruses or other corrupting agents involving, Vendor’s Data, pricing, and information, computers, or other hardware or software systems, and; (ii) allegations or claims that any Vendor Data infringes on the intellectual property rights of a third-party or Vendor.