Common use of Infringements Clause in Contracts

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the service for a purpose or in a manner for which the service was not designed, (ii) any modification made to the service without Vendor’s written approval, (iii) any modifications made to the service by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the service, or (ii) modify or replace the affected portion of the service with functionally equivalent or superior service so that Customer’s use is non- infringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES its EMPLOYEES AND OFFICERS from any and all third- third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the service with functionally equivalent or superior service so that Customer’s use is non- infringing.or

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, and any other intellectual or intangible property rights marks in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING COSTS, DAMAGES, AND ATTORNEYS' FEESFEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREEMENT APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the service by Customer that is not in conformity with the terms of any applicable license agreement.the c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- infringing. J. Appendix A, Section 9. Vendor Responsibilities, I. Security of Premises, Equipment, Data and Personnel, is hereby restated in its entirety as follows: K. Appendix A, Section 9. Vendor Responsibilities, K. Limitation of Liability, is hereby restated in its entirety as follows: L. Appendix A, Section 9. Vendor Responsibilities, O. Required Insurance Coverage,

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, and any other intellectual or intangible property rights marks in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING COSTS, DAMAGES, AND ATTORNEYS' FEESFEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREEMENT APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement; or (vi) the distribution, operation or use of the product for the benefit of a third party outside Customer’s entity. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- non-infringing. J. Appendix A, Section 9. Vendor Responsibilities, I. Security of Premises, Equipment, Data and Personnel, is hereby restated in its entirety as follows: K. Appendix A, Section 9. Vendor Responsibilities, K. Limitation of Liability, L. Appendix A, Section 9. Vendor Responsibilities, N. Required Insurance Coverage, is hereby restated in its entirety as follows:

Infringements. (a) Vendor shall indemnify Although Supplier believes that Licensee's contemplated use of the Base Technology and hold harmless Patents pursuant to the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from license granted by Section 3(a) will not infringe any and all third- party claims involving infringement of United States patents, copyrightsvalid patent, trade and service markssecret, or other intellectual property right of a third party in the Territory, it cannot warrant this as a fact. Accordingly, Supplier's sole responsibility, and any other intellectual or intangible property rights Licensee's exclusive remedy, in connection with any claim of such infringement shall be to defend any suit or proceeding brought against Licensee so far as it is based on a claim that the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the service Base Technology or Patents by Licensee or its customers constitutes an infringement or misappropriation of the rights of a third party, provided Supplier is notified within ten (10) calendar days after the commencement of such suit or proceeding and receives Licensee's full and complete authority, information, and assistance (at Supplier's expense) for a purpose or its defense; and Supplier shall pay all damages and costs awarded in a manner the action against Licensee, but shall not be responsible for which the service was not designed, (ii) any modification compromise made to the service without Vendor’s written approval, (iii) any modifications made to the service by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any its consent. If such use of the service by Customer that Base Technology or Patents is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of claimed or held to constitute such an actual or potential claiminfringement, or Customer provides Vendor with notice of an actual if Supplier determines that such claim or potential claimholding is likely to be made, Vendor may (or in the case of an injunction against Customer, shall)Supplier, at Vendor’s sole its option and expense: (i) , may either procure for the Customer Licensee the right to continue to use using the affected portion allegedly infringing item; modify the item so that it becomes non-infringing; replace the item with a non-infringing counterpart; or terminate the associated license rights, require the return of the serviceapplicable material, and, if appropriate, adjust or refund the payments made or to be made by Licensee. The foregoing indemnity shall not apply to the extent that the claim of infringement either is based upon Licensee's use of the allegedly infringing item with an article or process developed by Licensee or obtained from a third party, or (ii) modify or replace arises from Licensee's activities outside the affected portion scope of the service Section 3 (a) license, or arises from uses of the Product by Licensee's customers in ways that were not intended. (b) If either party learns of any possible infringement or misappropriation of Supplier's rights in the Base Technology, Patents or Product, it shall give notice thereof to the other party. Licensee agrees to cooperate with functionally equivalent the Supplier's reasonable efforts to seek legal remedies for such infringements and misappropriations. (c) Supplier makes no warranty and undertakes no liability or superior service so responsibility with respect to Licensee's use of the Trademarks in the Territory. Licensee shall research the availability of the Trademarks for use and registration in the Territory before actually using them; notify Supplier if it has reason to believe that Customer’s the Trademarks are not available and cooperate with Supplier in determining an appropriate course of action; and indemnify Supplier and hold it harmless from any infringement claims that arise in connection with Licensee's use is non- infringingof the Trademarks unless, despite Licensee's notice of unavailability, Supplier requires their use and agrees to assume responsibility therefor. (d) Supplier does not hereby assume any liability or obligation in connection with infringement claims relating to its New Developments. Rather, any such liability or obligation shall be subject to good faith negotiation between the parties at the time Licensee seeks rights to such New Development pursuant to Section 4(a) above.

Infringements. a(1) Vendor Contractor shall indemnify and hold harmless the State of Texas and CustomersTDI, AND/OR THEIR EMPLOYEESOFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third-party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR CONTRACTOR AND THE CUSTOMER TDI AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT LAWSUIT, AND VENDOR CONTRACTOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b(2) Vendor Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without VendorContractor’s written approval, (iii) any modifications made to the service product by the Vendor Contractor pursuant to CustomerTDI’s specific instructions, (iv) any intellectual property right owned by or licensed to CustomerTDI, or (v) any use of the product or service by Customer TDI that is not in conformity with the terms of any applicable license agreement. c(3) If Vendor Contractor becomes aware of an actual or potential claim, or Customer TDI provides Vendor Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against CustomerTDI, shall), at VendorContractor’s sole option and expense: (i) procure for the Customer TDI the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the service with functionally equivalent or superior service so that Customer’s use is non- infringing.or

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims claims, which pertain to products and services offered under the Contract involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE and the CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMagree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY The defense shall be coordinated by VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL Office of the Attorney General WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service provided under the Contract in combination with product or services not provided under the Contract, (ii) use of the product or service for a purpose or in a manner for which the service product or services was not designed, (iiiii) any modification made to the service product without Vendor’s written approval, (iiiiv) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (ivv) any technology having intellectual property right owned by or licensed to CustomerCustomer by third party, or (vvi) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement, including use of an older version of software when Vendor has informed Customer that use of a newer software release made available to Customer would have avoided the infringement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the service with functionally equivalent or superior service so that Customer’s use is non- infringing.,

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTSAGENTS AND REPRESENTATIVES (FOR PURPOSES OF THIS PROVISION, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES “STATE”) from any and all third- third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' ’ FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN FOR TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AGENCY CUSTOMERS AND VENDOR MAY NOT AGREE TO ANYBY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. No such indemnification shall apply to claims arising solely from the State’s misuse or modification of Vendor’s services or deliverables; the State’s failure to use correction or enhancements made available by Vendor; the State’s use of such services or deliverables in combination with any product, materials or information not provided by Vendor; or information, material or specifications provided by or on behalf of the State. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the service for a purpose or in a manner for which the service was not designed, (ii) any modification made to the service without Vendor’s written approval, (iii) any modifications made to the service by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- infringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third-party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE and the CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMagree to furnish timely written notice to each other of any such claim. VENDOR AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: ’ FEES PROVIDED THAT CUSTOMER (i) use of the service for a purpose or in a manner for which the service was not designed, NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) any modification made to the service without Vendor’s written approval, GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND (iii) any modifications made to the service REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use Office of the service by Customer that is not in conformity with the terms of any applicable license agreementAttorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. cb) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- infringingnon-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third-party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the CUSTOMER agree to furnish timely written notice to each other of any such claim. XXXXXX AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER SUBJECT OF ANY SUCH CLAIM. VENDOR LITIGATION SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: ’ FEES PROVIDED THAT CUSTOMER (i) use of the service for a purpose or in a manner for which the service was not designed, NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) any modification made to the service without Vendor’s written approval, GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND (iii) any modifications made to the service REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use Office of the service by Customer that is not in conformity with the terms of any applicable license agreementAttorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. cb) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- infringingnon-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, and any other intellectual or intangible property rights marks in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING COSTS, DAMAGES, AND ATTORNEYS' FEESFEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREED APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification DIR-SDD-2108 made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the service, or (ii) modify or replace the affected portion of the service with functionally equivalent or superior service so that Customer’s use is non- infringing.,

Infringements. (a) Vendor Xxxxxx shall indemnify and hold harmless the State of Texas and Customersthe Texas Finance Commission, AND/OR THEIR EMPLOYEESThe Texas Department of Banking, AGENTSThe Department of Savings and Mortgage Lending, REPRESENTATIVESand The Office Of Consumer Credit Commissioner, CONTRACTORSand their officers, ASSIGNEESagents, AND/OR DESIGNEES employees, representatives, contractors, assignees, and designees from any and all third- third party claims involving infringement of United States patents, trademarks, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACTperformances or actions of Aquila pursuant to this contract. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMXxxxxx and the Finance Commission and Agencies agree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEESXxxxxx shall be liable to pay all costs of defense including attorneys’ fees. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYThe defense shall be coordinated by Xxxxxx with the Office of the Attorney General when Texas state agencies are named defendants in any lawsuit and Aquila may not agree to any settlement without first obtaining the concurrence from the Office of the Attorney General. (b) Vendor Aquila shall have no liability under this section paragraph if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without VendorXxxxxx’s written approval, (iii) any modifications made to the service product by the Vendor Aquila pursuant to Customer’s the specific instructionsinstructions of the Agencies, (iv) any intellectual property right owned by or licensed to Customerthe Agencies, or (v) any use of the product or service by Customer the Agencies that is not in conformity with the terms of any applicable license agreement. (c) If Vendor Aquila becomes aware of an actual or potential claim, or Customer provides Vendor the Agencies provide Aquila with notice of an actual or potential claim, Vendor Aquila may (or in the case of an injunction against Customerthe Agencies, shall), at VendorAquila’s sole option and expense: ; (i) procure for the Customer Agencies the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use by the Agencies is non- infringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims claims, which pertain to products and services offered under the Contract involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE and the CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMagree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY The defense shall be coordinated by VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL Office of the Attorney General WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a provided under the Contract in combination with product or services not provided under the Contract, (ii) use of the product or service for a purpose or in a manner for which the service product or services was not designed, (iiiii) any modification made to the service product without Vendor’s written approval, (iiiiv) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (ivv) any intellectual property right owned by or licensed to Customer, or (vvi) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- non-infringing. F. Appendix A, Section 10.C Vendor Certifications is hereby replaced in its entirety as follows:

Infringements. a) Vendor 3.3.13.1 Contractor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR CONTRACTOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor 3.3.13.1.1 As used in this subsection, understood to include the Owner and its employees, agents, representatives, contractors, assignees and designees. 3.3.13.2 Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor Contractor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) 3.3.13.3 If Vendor Contractor becomes aware of an actual or potential claim, or Customer provides Vendor Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of Texas and CustomersTexas, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCES PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' DEFENSE, INLCUDING ATTORNEY’S FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS DEFENDEANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to CustomerTSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to CustomerTSLAC, or (v) any use of the product or service by Customer TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against CustomerTSLAC, shall), ) at Vendor’s sole option and expense: ; (i) procure for the Customer Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that CustomerTSLAC’s use is non- in non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- infringing.

Infringements. (a) Vendor Contractor shall indemnify and hold harmless the State of Texas and Customersthe Texas Finance Commission, AND/OR THEIR EMPLOYEESThe Texas Department of Banking, AGENTSThe Department of Savings and Mortgage Lending, REPRESENTATIVESand The Office Of Consumer Credit Commissioner, CONTRACTORSand their officers, ASSIGNEESagents, AND/OR DESIGNEES employees, representatives, contractors, assignees, and designees from any and all third- third party claims involving infringement of United States patents, trademarks, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACTperformances or actions of contractor pursuant to this contract. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMContractor and the Finance Commission and Agencies agree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEESContractor shall be liable to pay all costs of defense including attorneys’ fees. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYThe defense shall be coordinated by Contractor with the Office of the Attorney General when Texas state agencies are named defendants in any lawsuit and Contractor may not agree to any settlement without first obtaining the concurrence from the Office of the Attorney General. (b) Vendor Contractor shall have no liability under this section paragraph if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without VendorContractor’s written approval, (iii) any modifications made to the service product by the Vendor Contractor pursuant to Customer’s the specific instructionsinstructions of the Agencies, (iv) any intellectual property right owned by or licensed to Customerthe Agencies, or (v) any use of the product or service by Customer the Agencies that is not in conformity with the terms of any applicable license agreement. (c) If Vendor Contractor becomes aware of an actual or potential claim, or Customer provides Vendor the Agencies provide Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against Customerthe Agencies, shall), at VendorContractor’s sole option and expense: ; (i) procure for the Customer Agencies the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use by the Agencies is non- non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, and any other intellectual or intangible property rights marks in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING COSTS, DAMAGES, AND ATTORNEYS' FEESFEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREED APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any DIR Contract No. DIR-SDD-2108 Vendor Contract No. ________________ applicable license agreement; or (vi) the distribution, operation or use of the product for the benefit of a third party outside Customer’s entity. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- infringing. F. Section 9, Vendor Responsibilities, I. Security of Premises, Equipment, Data and Personnel is hereby restated in its entirety as follows: Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as “Data”) belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the advance instruction of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer’s security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement/Statement of Work.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendor’s written approval, (iii) any modifications made to the service product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non- non-infringing.

Infringements. a) Vendor A. The contractor shall indemnify and hold harmless the State state of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third- third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR THE CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR THE CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR THE CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR THE CONTRACTOR MAY NOT AGREE TO ANYANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor B. The contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the service product without Vendorthe contractor’s written approval, (iii) any modifications made to the service product by the Vendor contractor pursuant to Customerthe customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customerthe customer, or (v) any use of the product or service by Customer the customer that is not in conformity with the terms of any applicable license agreement. c) C. If Vendor the contractor becomes aware of an actual or potential claim, or Customer the customer provides Vendor the contractor with notice of an actual or potential claim, Vendor the contractor may (or in the case of an injunction against Customer, shall), at Vendorthe contractor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customerthe customer’s use is non- non-infringing.