Common use of Materials/Proprietary Infringement Clause in Contracts

Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through services provided under this Contract, will not infringe upon or misappropriate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph Y, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses and attorney’s fees. In the event any materials or any part thereof, as modified through the services provided under this Contract, is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, trade secret, or any other proprietary right, or is enjoined, Contractor will with all reasonable speed and due diligence provide or otherwise secure for County, at Contractor’s expense and election, subject to County approval not to be unreasonably withheld, one of the following: (a) the right to continue use of any such materials or any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; or (c) modification of the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contract. If none of these options are available on commercially reasonable terms, County shall stop using the affected services provided under this Contract and Contractor shall refund to County any sums County paid to Contractor for the affected services, less a reasonable offset for use. County then has the option of DocuSign Envelope ID: 32AC7F38-40B4-4FD7-9103-57D01A9AA5C7 immediately terminating the Contract, or applicable portions thereof, without penalty for cause pursuant to Paragraph 19, Termination.

Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through services provided under this Contract, will not infringe upon or misappropriate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph Y, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses and attorney’s fees. In the event any materials or any part thereof, as modified through the services provided under this Contract, is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, trade secret, or any other proprietary right, or is enjoined, Contractor will with all reasonable speed and due diligence provide or otherwise secure for County, at Contractor’s expense and election, subject to County approval not to be unreasonably withheld, one of the following: (a) the right to continue use of any such materials or any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; or (c) modification of the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contract. If none of these options are available on commercially reasonable terms, County shall stop using the affected services provided under this Contract and Contractor shall refund to County any sums County paid to Contractor for the affected services, less a reasonable offset for use. County then has the option of DocuSign Envelope ID: 32AC7F38-40B4-4FD7-9103-57D01A9AA5C7 immediately terminating the Contract, or applicable portions thereof, without penalty for cause pursuant to Paragraph 19, Termination.

Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through services provided under this Contract, will not infringe upon or misappropriate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph YZ, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses and attorney’s fees. In the event any materials or any part thereof, as modified through the services provided under this Contract, is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, trade secret, or any other proprietary right, or is enjoined, Contractor will with all reasonable speed and due diligence provide or otherwise secure for County, at Contractor’s expense and election, subject to County approval not to be unreasonably withheld, one of the following: (a) the right to continue use of any such materials or any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; or (c) modification of the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contract. If none of these options are available on commercially reasonable terms, County shall will stop using the affected services provided under this Contract and Contractor shall will refund to County any sums County has paid to Contractor for the affected services, less a reasonable offset for use. County then has the option of DocuSign Envelope ID: 32AC7F38-40B4-4FD7-9103-57D01A9AA5C7 immediately terminating the Contract, or applicable portions thereof, without penalty for cause pursuant to Paragraph 19, Terminationpenalty.

Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants attests that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through services provided under this Contract, will not infringe upon or misappropriate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph YZ, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses and attorney’s fees. In the event any materials or any part thereof, as modified through the services provided under this Contract, is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, trade secret, or any other proprietary right, or is enjoined, Contractor will shall with all reasonable speed and due diligence provide or otherwise secure for County, at Contractor’s expense and election, subject to County approval not to be unreasonably withheld, one of the following: (a) the right to continue use of any such materials or any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; DocuSign Envelope ID: 2464DB96-258B-4365-A0E3-C78AF6EEDFF7 or (c) modification of the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contract. If none of these options are available on commercially reasonable terms, County shall stop using the affected services provided under this Contract and Contractor shall refund to County any sums County paid to Contractor for the affected services, less a reasonable offset for use. County then has the option of DocuSign Envelope ID: 32AC7F38-40B4-4FD7-9103-57D01A9AA5C7 immediately terminating the Contract, or applicable portions thereof, without penalty for cause pursuant to Paragraph 19K, Termination.