Common use of Intellectual Property Indemnity Clause in Contracts

Intellectual Property Indemnity. (a) Subject to subsection (c) hereof, Contractor agrees to indemnify and hold Covered California harmless from any expense, loss, damage, or injury; to defend at its own expense any and all claims, suits, and actions; and to pay any judgments or settlements against Covered California to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., misuse of third-party confidential or trade secret information, failure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California becomes aware of such claim, and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered California, Contractor will promptly take steps reasonably and in good faith to preserve Covered California’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered California, except as otherwise stated in this Agreement. Covered California shall have the right to monitor and appear through its own counsel (at Covered California’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered California; (ii) Covered California’s unauthorized modification of Contractor Intellectual Property; (iii) Covered California’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered California. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California for breach of any term of this Article by Contractor. Contractor acknowledges Covered California would suffer irreparable harm in the event of such breach and agrees Covered California shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (a) Subject to subsection (c) hereof, Contractor agrees to indemnify and hold Covered California the Exchange harmless from any expense, loss, damage, damage or injury; to defend at its own expense any and all claims, suits, suits and actions; and to pay any judgments or settlements against Covered California the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., ; misuse of third-third- party confidential or trade secret information, ; failure to obtain necessary third-party consents, waivers or releases, ; violation of the right of privacy or publicity, ; false or misleading advertising, ; libel or slander, ; or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California the Exchange becomes aware of such claim, and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California the Exchange under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered Californiathe Exchange, Contractor will promptly take steps reasonably and in good faith to preserve Covered Californiathe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered Californiathe Exchange, except as otherwise stated in this Agreement. Covered California The Exchange shall have the right to monitor and appear through its own counsel (at Covered CaliforniaExchange’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California the Exchange to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered Californiathe Exchange; (ii) Covered Californiathe Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) Covered Californiathe Exchange’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California the Exchange in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered Californiathe Exchange. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California the Exchange for breach of any term of this Article by Contractor. Contractor acknowledges Covered California the Exchange would suffer irreparable harm in the event of such breach and agrees Covered California the Exchange shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (a) Subject to subsection Subsection (c) hereof, Contractor agrees to indemnify and hold Covered California harmless from any expense, loss, damage, or injury; to defend at its own expense any and all claims, suits, and actions; and to pay any judgments or settlements against Covered California to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., misuse of third-party confidential or trade secret information, failure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section Section are subject to Contractor receiving prompt notice of the claim after Covered California becomes aware of such claim, claim and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered California, Contractor will promptly take steps reasonably and in good faith to preserve Covered California’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered California, except as otherwise stated in this Agreement. Covered California shall have the right to monitor and appear through its own counsel (at Covered California’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered California; (ii) Covered California’s unauthorized modification of Contractor Intellectual Property; (iii) Covered California’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered California. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California for breach of any term of this Article by Contractor. Contractor acknowledges Covered California would suffer irreparable harm in the event of such breach and agrees Covered California shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (a) Subject to subsection Subsection (c) hereof, Contractor agrees to indemnify and hold Covered California harmless from any expense, loss, damage, or injury; to defend at its own expense any and all claims, suits, and actions; and to pay any judgments or settlements against Covered California to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., misuse of third-party confidential or trade secret information, failure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California becomes aware of such claim, claim and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered California, Contractor will promptly take steps reasonably and in good faith to preserve Covered California’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered California, except as otherwise stated in this Agreement. Covered California shall have the right to monitor and appear through its own counsel (at Covered California’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered California; (ii) Covered California’s unauthorized modification of Contractor Intellectual Property; (iii) Covered California’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered California. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California for breach of any term of this Article by Contractor. Contractor acknowledges Covered California would suffer irreparable harm in the event of such breach and agrees Covered California shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (a) Subject to subsection (c) hereof, Contractor agrees to indemnify and hold Covered California the Exchange harmless from any expense, loss, damage, damage or injury; to defend at its own expense any and all claims, suits, suits and actions; and to pay any judgments or settlements against Covered California the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., ; misuse of third-party confidential or trade secret information, ; failure to obtain necessary third-party consents, waivers or releases, ; violation of the right of privacy or publicity, ; false or misleading advertising, ; libel or slander, ; or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California the Exchange becomes aware of such claim, and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California the Exchange under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered Californiathe Exchange, Contractor will promptly take steps reasonably and in good faith to preserve Covered Californiathe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered Californiathe Exchange, except as otherwise stated in this Agreement. Covered California The Exchange shall have the right to monitor and appear through its own counsel (at Covered CaliforniaExchange’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California the Exchange to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered Californiathe Exchange; (ii) Covered Californiathe Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) Covered Californiathe Exchange’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California the Exchange in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered Californiathe Exchange. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California the Exchange for breach of any term of this Article by Contractor. Contractor acknowledges Covered California the Exchange would suffer irreparable harm in the event of such breach and agrees Covered California the Exchange shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (a) Subject to subsection (c) hereof, Contractor agrees to indemnify and hold Covered California the Exchange harmless from any expense, loss, damage, or injury; to defend at its own expense any and all claims, suits, and actions; and to pay any judgments or settlements against Covered California the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., misuse of third-party confidential or trade secret information, failure to obtain necessary third-third- party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California the Exchange becomes aware of such claim, and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California the Exchange under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered Californiathe Exchange, Contractor will promptly take steps reasonably and in good faith to preserve Covered Californiathe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered Californiathe Exchange, except as otherwise stated in this Agreement. Covered California The Exchange shall have the right to monitor and appear through its own counsel (at Covered CaliforniaExchange’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California the Exchange to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered Californiathe Exchange; (ii) Covered Californiathe Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) Covered Californiathe Exchange’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California the Exchange in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered Californiathe Exchange. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California the Exchange for breach of any term of this Article by Contractor. Contractor acknowledges Covered California the Exchange would suffer irreparable harm in the event of such breach and agrees Covered California the Exchange shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (a) Subject to subsection (c) hereof, Contractor agrees to indemnify and hold Covered California harmless from any expense, loss, damage, or injury; to defend at its own expense any and all claims, suits, and actions; and to pay any judgments or settlements against Covered California to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., misuse of third-party confidential or trade secret information, failure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California becomes aware of such claim, and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered California, Contractor will promptly take steps reasonably and in good faith to preserve Covered California’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered California, except as otherwise stated in this Agreement. Covered California shall have the right to monitor and appear through its own counsel (at Covered California’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered California; (ii) Covered California’s unauthorized modification of Contractor Intellectual Property; (iii) Covered California’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered California. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California for breach of any term of this Article by Contractor. Contractor acknowledges Covered California would suffer irreparable harm in the event of such breach and agrees Covered California shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (‌ a) Subject to subsection Subsection (c) hereof, Contractor agrees to indemnify and hold Covered California the Exchange harmless from any expense, loss, damage, or injury; to defend at its own expense any and all claims, suits, and actions; and to pay any judgments or settlements against Covered California the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., misuse of third-party confidential or trade secret information, failure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section Section are subject to Contractor receiving prompt notice of the claim after Covered California the Exchange becomes aware of such claim, claim and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California the Exchange under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered Californiathe Exchange, Contractor will promptly take steps reasonably and in good faith to preserve Covered Californiathe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered Californiathe Exchange, except as otherwise stated in this Agreement. Covered California The Exchange shall have the right to monitor and appear through its own counsel (at Covered CaliforniaExchange’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California the Exchange to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered Californiathe Exchange; (ii) Covered Californiathe Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) Covered Californiathe Exchange’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California the Exchange in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered Californiathe Exchange. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California the Exchange for breach of any term of this Article by Contractor. Contractor acknowledges Covered California the Exchange would suffer irreparable harm in the event of such breach and agrees Covered California the Exchange shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (a) Subject to subsection (c) hereof, Contractor agrees to indemnify and hold Covered California the Exchange harmless from any expense, loss, damage, damage or injury; to defend at its own expense any and all claims, suits, suits and actions; and to pay any judgments or settlements against Covered California the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., ; misuse of third-third- party confidential or trade secret information, ; failure to obtain necessary third-party consents, waivers or releases, ; violation of the right of privacy or publicity, ; false or misleading advertising, ; libel or slander, ; or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California the Exchange becomes aware of such claim, and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California the Exchange under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered Californiathe Exchange, Contractor will promptly take steps reasonably and in good faith to preserve Covered Californiathe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered Californiathe Exchange, except as otherwise stated in this Agreement. Covered California The Exchange shall have the right to monitor and appear through its own counsel (at Covered CaliforniaExchange’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California the Exchange to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy.. Covered California – Draft Health Plan Contract -- April 22, 2013April 298, 2013 (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered Californiathe Exchange; (ii) Covered Californiathe Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) Covered Californiathe Exchange’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California the Exchange in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered Californiathe Exchange. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California the Exchange for breach of any term of this Article by Contractor. Contractor acknowledges Covered California the Exchange would suffer irreparable harm in the event of such breach and agrees Covered California the Exchange shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

Intellectual Property Indemnity. (a) Subject to subsection (c) hereof, Contractor agrees to indemnify and hold Covered California the Exchange harmless from any expense, loss, damage, damage or injury; to defend at its own expense any and all claims, suits, suits and actions; and to pay any judgments or settlements against Covered California the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S.;, misuse of third-party confidential or trade secret information;, failure to obtain necessary third-party consents, waivers or releases;, violation of the right of privacy or publicity;, false or misleading advertising, ,; libel or slander;, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California the Exchange becomes aware of such claim, claim and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California the Exchange under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered Californiathe Exchange, Contractor will promptly take steps reasonably and in good faith to preserve Covered Californiathe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered Californiathe Exchange, except as otherwise stated in this Agreement. Covered California The Exchange shall have the right to monitor and appear through its own counsel (at Covered CaliforniaExchange’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California the Exchange to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. (b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered Californiathe Exchange; (ii) Covered Californiathe Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) Covered Californiathe Exchange’s use of Contractor Intellectual Property in combination with any service or product not supplied, recommended or approved by Contractor, or used by Covered California the Exchange in a manner for which it was not authorized; or (iv) Intellectual Property created or derived by Covered Californiathe Exchange. (c) Contractor agrees that damages alone would be inadequate to compensate Covered California the Exchange for breach of any term of this Article by Contractor. Contractor acknowledges Covered California the Exchange would suffer irreparable harm in the event of such breach and agrees Covered California the Exchange shall be entitled to seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.