Common use of Intellectual Property Liability Clause in Contracts

Intellectual Property Liability. to the extent this Agreement contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Agreement, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, any products generated by the Services, or any part of the Services, are held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within sixty (60) days, for the Indemnified Parties a license, authorizing the continued use of the disputed part of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the disputed Service or product with a non- infringing Service or product or modify such Service or product in a way satisfactory to the Indemnified Parties so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights under this Agreement, the Indemnifying Party will: (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Agreement or otherwise. Such terms of indemnity shall survive the expiration or termination of the Agreement. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: State Project – State awarding agency: Florida Division of Emergency Management Catalog of State Financial Assistance Title: Catalog of State Financial Assistance Number I, , am the Authorized Agent of Recipient (“Recipient”) and I certify that: 1. I have the authority on behalf of Recipient to request grant payments from Alachua County (the “County”), passed through the State of Florida (State”) for federal funds appropriated pursuant to section 601 of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. No. 116-136, div. A, Title V (Mar. 27, 2020).

Intellectual Property Liability. to the extent this Agreement contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the ServicesEntity Obligations, any product generated by the ServicesEntity Obligations, or any part of the Services Entity Obligations as contemplated in this Agreement, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the ServicesEntity Obligations, or any products product generated by the ServicesEntity Obligations, or any part of the Services, are is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within sixty (60) 60 days, for the Indemnified Parties a license, authorizing the continued use of the disputed part of the Service service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the disputed Service service or product with a non- non-infringing Service service or product or modify such Service service or product in a way satisfactory to the Indemnified Parties City, so that the Service service or product is non-infringing. If an Indemnifying Indemnified Party exercises its rights under this Agreement, the Indemnifying Indemnified Party will: will (1) provide reasonable notice to the Indemnified Indemnifying Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Agreement or otherwise. Such terms of indemnity shall survive the expiration or termination of the Agreement. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: State Project – State awarding agency: Florida Division of Emergency Management Catalog of State Financial Assistance Title: Catalog of State Financial Assistance Number I, , am the Authorized Agent of Recipient (“Recipient”) and I certify that: 1. I have the authority on behalf of Recipient to request grant payments from Alachua County (the “County”), passed through the State of Florida (State”) for federal funds appropriated pursuant to section 601 of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. No. 116-136, div. A, Title V (Mar. 27, 2020).

Intellectual Property Liability. to the extent this Agreement Contract contemplates intellectual property exposures, exposures arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Agreement, Contract constitutes an infringement of any copyright, patent, trade secret secret, or any other intellectual property right. If in any suit or proceeding, proceeding the Services, or any products product generated by the Services, or any part of the Services, are is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, shall immediately make every reasonable effort to secure within sixty (60) days, 60 days for the Indemnified Parties a license, license authorizing the continued use of the disputed part of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the disputed Service or product with a non- non-infringing Service or product or modify such Service or product in a way satisfactory to the Indemnified Parties Buyer so that the Service or product is non-infringing. If an Indemnifying Party Contractor exercises its rights and obligations under this AgreementContract, the Indemnifying Party will: Contractor will (1) provide reasonable notice to the City Indemnified Parties of the applicable claim or liability, and (2) allow City Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by by, any insurance provided pursuant to the Agreement Contract or otherwise. Such terms of indemnity shall survive the expiration or termination of the AgreementContract. In Attachment H Insurance Requirements‌ Without limiting its liability under this Contract, Contractor shall procure prior to commencement of work and maintain at its sole expense during the event that any portion life of this Contract (and Contractor shall require its, subcontractors, laborers, materialmen, and suppliers to provide, as applicable), insurance of the scope or terms types and limits and in amounts no less than the amounts stated below: Schedule Limits $ 1,000,000 Disease Policy Limit $ 1,000,000 Each Employee/Disease This insurance shall cover the Contractor (and, to the extent they are not otherwise insured, its subcontractors) for those sources of this indemnity is in derogation of Section 725.06 or 725.08 liability which would be covered by the latest edition of the Florida Statutesstandard Workers’ Compensation policy, all other terms of this indemnity shall remain as filed for use in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: State Project – State awarding agency: Florida Division of Emergency Management Catalog of State Financial Assistance Title: Catalog of State Financial Assistance Number I, , am the Authorized Agent of Recipient (“Recipient”) and I certify that: 1. I have the authority on behalf of Recipient to request grant payments from Alachua County (the “County”), passed through the State of Florida by the National Council on Compensation Insurance (State”) NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers’ Compensation Act, where appropriate coverage is to be included for the Federal Employers’ Liability Act, USL&H and Xxxxx, and any other applicable federal funds appropriated pursuant to section 601 or state law. Commercial General Liability $2,000,000 General Aggregate $2,000,000 Products & Comp. Ops. Agg. $1,000,000 Personal/Advertising Injury $1,000,000 Each Occurrence $ 50,000 Fire Damage $ 5,000 Medical Expenses Such insurance shall be no more restrictive than that provided by the most recent version of the Social Security Act, standard Commercial General Liability Form (ISO Form CG 00 01) as added filed for use in the State of Florida without any restrictive endorsements other than those reasonably required by section 5001 the City’s Office of Risk Management. An Excess Liability policy or Umbrella policy can be used to satisfy the above limits. Such insurance shall be no more restrictive than that provided by the most recent version of the Coronavirus Aidstandard Business Auto Coverage Form (ISO Form CA0001) as filed for use in the State of Florida without any restrictive endorsements other than those which are required by the State of Florida, Reliefor equivalent manuscript form, and Economic Security Actmust be attached to the policy equivalent endorsement as filed with ISO (i.e., Pub. L. No. 116-136, div. A, Title V (Mar. 27, 2020mandatory endorsement).

Intellectual Property Liability. to the extent this Agreement contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Agreement, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, any products generated by the Services, or any part of the Services, are is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within sixty (60) days, days for the Indemnified Parties a license, authorizing the continued use of the disputed part of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the disputed Service or product with a non- infringing Service or product or modify such Service or product in a way satisfactory to the Indemnified Parties so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights obligations under this Agreement, the Indemnifying Party will: (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow the Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by by, any insurance provided pursuant to the Agreement or otherwise. Such terms of indemnity shall survive the expiration or termination of the Agreement. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the 725.08, Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the 725.08, Florida Statutes Statutes, will be modified to comply with said statutes. STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWINGWithout limiting its liability under this Agreement, prior to commencement of Services, Recipient shall procure at its sole expense, and at all times maintain during the Term of this Agreement (and Recipient shall require its contractors, subcontractors, laborers, materialmen and suppliers to provide, as applicable), insurance of the types and limits not less than amounts stated below: State Project – State awarding agency: Florida Division of Emergency Management Catalog of State Financial Assistance Title: Catalog of State Financial Assistance Number I, , am the Authorized Agent of Schedule Limits $ 500,000 Disease Policy Limit $ 500,000 Each Employee/Disease This insurance shall cover Recipient (“Recipient”and, to the extent they are not otherwise insured, its contractors and subcontractors) and I certify that: 1. I have for those sources of liability which would be covered by the authority on behalf latest edition of Recipient to request grant payments from Alachua County (the “County”)standard Workers’ Compensation policy, passed through as filed for use in the State of Florida by the National Council on Compensation Insurance (State”) NCCI), without any restrictive endorsements other than the Florida Employers’ Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers’ Compensation Act, where appropriate, coverage is to be included for the Federal Employers’ Liability Act, USL&H and Xxxxx, and any other applicable federal funds appropriated pursuant to section 601 or state law. Commercial General Liability $2,000,000 General Aggregate $2,000,000 Products & Comp. Ops. Agg. $1,000,000 Personal/Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Damage $ 5,000 Medical Expenses Such insurance shall be no more restrictive than that provided by the most recent version of the Social Security Act, standard Commercial General Liability Form (ISO Form CG 00 01) as added filed for use in the State of Florida without any restrictive endorsements other than those reasonably required by section 5001 the City’s Office of Risk Management. An Excess Liability policy or Umbrella policy can be used to satisfy the above limits. Such insurance shall be no more restrictive than that provided by the most recent version of the Coronavirus Aidstandard Business Auto Coverage Form (ISO Form CA0001) as filed for use in the State of Florida without any restrictive endorsements other than those which are required by the State of Florida, Reliefor equivalent manuscript form, must be attached to the policy equivalent endorsement as filed with ISO (i.e., mandatory endorsement). Any entity hired to perform professional services as a part of this Agreement shall maintain professional liability coverage on an Occurrence Form or a Claims Made Form with a retroactive date to at least the Effective Date of this Agreement and Economic Security Actwith a three (3) year reporting option beyond the annual expiration date of the policy. (Only if program includes direct supervision of children, Pubspecial needs, and/or senior citizens) Sexual Molestation Liability coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date to at least the Effective Date of this Agreement. L. No. 116-136If provided on a Claim Made Form, div. A, Title V the coverages must respond to all claims reported within three (Mar. 27, 2020)3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis.

Intellectual Property Liability. to the extent this Agreement contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Servicesservices provided as part of the Project, any product generated by the ServicesProject, or any part of the Services Project as contemplated in this Agreement, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the ServicesProject, any products services associated therewith, or any product generated by the ServicesProject, or any part of the Services, are is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties Party shall, immediately, make every reasonable effort to secure within sixty (60) 60 days, for the Indemnified Parties Parties, a license, license authorizing the continued use of any such services or product arising from the disputed part of the Service or productProject and/or this Agreement. If the Indemnifying Parties fail Party fails to secure such a license for the Indemnified Parties, then the Indemnifying Parties Party shall replace the disputed Service service or product with a non- non-infringing Service service or product or modify such Service service or product in a way satisfactory to the Indemnified Parties City, so that the Service service or product is non-infringing. If an Indemnifying Party exercises its rights under this Agreement, the Indemnifying Party will: (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Agreement or otherwise. Such terms of indemnity shall survive the expiration or termination of the Agreement. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: State Project – State awarding agency: Florida Division of Emergency Management Catalog of State Financial Assistance Title: Catalog of State Financial Assistance Number I, , am the Authorized Agent of Recipient (“Recipient”) and I certify that: 1. I have the authority on behalf of Recipient to request grant payments from Alachua County (the “County”), passed through the State of Florida (State”) for federal funds appropriated pursuant to section 601 of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. No. 116-136, div. A, Title V (Mar. 27, 2020).