Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR, at its expense, shall defend, indemnify, and save AGENCY harmless from and against any third party claims against AGENCY that any Service as provided by CONTRACTOR and supplied hereunder, or AGENCY’s use of the Service within the terms of this Contract, infringes any patent, copyright, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY provided that AGENCY: a. Promptly notifies CONTRACTOR in writing of the claim, but AGENCY’s failure to provide timely notice shall only relieve CONTRACTOR from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTOR; and b. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR sole control of the defense and all related settlement negotiations; and c. Cooperates with CONTRACTOR (at CONTRACTOR’s expense) in the defense and/or settlement of such claim upon CONTRACTOR’s request. If such claim has occurred, or in CONTRACTOR’s opinion is likely to occur, AGENCY agrees to permit CONTRACTOR, at its option and expense, either to procure the right to continue using the Service or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Service is enjoined by a court and CONTRACTOR determines that none of these alternatives is reasonably available, AGENCY may terminate the Service. No termination charges will be payable on such Service and the AGENCY will pay only those charges that were payable prior to the date of such termination.

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR51.1. Contractor will have the obligation to defend any claim, at its expensesuit or proceeding brought against DIS or Purchaser, shall defend, indemnify, and save AGENCY harmless from and against any third party claims against AGENCY so far as it is based on a claim that any Service Products infringe a copyright or issued patent or for a reasonable royalty on a published patent application enforceable in the United States (in all cases, such copyright or patent existing or issued no later than five years following the termination or expiration of this Contract or a patent application published as provided by CONTRACTOR and supplied hereunder, or AGENCY’s use of the Service within the terms date of termination or expiration of this Contract, infringes any patent, copyright, contract) or misappropriates a trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR Contractor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court of competent jurisdiction or reasonably incurred by AGENCY provided that AGENCYDIS or Purchaser. Contractor’s obligations specified in this paragraph will be conditioned on: a. Promptly notifies CONTRACTOR a) DIS or Purchaser notifying Contractor promptly in writing of the claimclaim or threat thereof, but AGENCYDIS’ or Purchaser’s failure to provide timely notice shall only relieve CONTRACTOR Contractor from its indemnification defense obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTOR; andContractor; b. Cooperates with and agrees b) DIS or Purchaser agreeing to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR sole control of give Contractor full and exclusive authority for the defense and settlement thereof and any subsequent appeal. In the event that DIS or Purchaser has used its best efforts as aforesaid and the Office of the Attorney General of Washington participates in the defense and settlement of the claim and any subsequent appeal, DIS or Purchaser agrees: (i) that any participation shall be at the cost and expense of DIS or Purchaser; and (ii) that the Office of the Attorney General of Washington shall not prevent Contractor from settling the claim provided that any such settlement or compromise includes a release of the state of Washington and Purchaser from all related settlement negotiationsliability arising out of the claim; and c. Cooperates c) DIS or Purchaser providing information for and assistance with CONTRACTOR (at CONTRACTOR’s expense) in the defense and/or and settlement of such claim upon CONTRACTOR’s requestthereof and any subsequent appeal. 51.2. If such claim has occurred, or in CONTRACTORContractor’s opinion is likely to occur, AGENCY agrees DIS and Purchaser agree to permit CONTRACTORContractor, at its option and expense, either to to: (a) procure for Purchaser the right to continue using the Service or to Products; (b) replace or modify the same so that they become it becomes non-infringing and functionally equivalent. If use infringing; or (c) if neither of the Service is enjoined by a court and CONTRACTOR determines that none of these foregoing alternatives is reasonably available, AGENCY may immediately terminate Contractor’s obligations (and Purchaser’s rights) under this Contract with regard to such Products, and, if Purchaser returns such Products to Contractor, refund to Purchaser the Serviceprice originally paid by Purchaser to Contractor for such Products, less reasonable amortization for use. 51.3. No termination charges will Notwithstanding the foregoing, Contractor has no liability for any claim of infringement based upon: (a) the combination, operation, or use of any Products with equipment, devices, or software not supplied by Contractor, (b) alteration or modification of any Products; or (c) Contractor’s compliance with Purchaser’s designs, specifications, or instructions; unless the claim arose against Contractor’s Product independently of any of these specified actions. 51.4. Contractor also shall have no liability for any claim based upon the amount or duration of use that Purchaser makes of the Product or revenue from services provided by Purchaser to external or internal customers that utilize the Products, except that this does not limit Contractor’s obligations under subsection 51.1 for claims alleging infringement of the Products and Reports themselves. 51.5. Notwithstanding any other provisions hereof, Contractor shall not be payable liable for any claim based on Purchaser’s use of the Products after Contractor has informed Purchaser of modifications or changes in the Products required to avoid such Service claims and offered to implement those modifications or changes, if such claim would have been avoided by implementation of Contractor’s suggestions. 51.6. The foregoing states the entire obligation of Contractor and its suppliers and the AGENCY will pay only those charges that were payable prior exclusive remedy of Purchaser with respect to infringement or misappropriation of intellectual property rights. The foregoing is given to DIS and Purchaser solely for their benefit and in lieu of, and Contractor disclaims, all warranties of non-infringement with respect to the date of such terminationProducts.

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTORContractor, at its expense, shall defend, indemnify, and save AGENCY harmless from and against any third party claims against AGENCY that any Service service as provided by CONTRACTOR Contractor and supplied hereunder, or AGENCY’s use of the Service within the terms of this Contract, infringes any patent, copyright, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR Contractor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY provided that AGENCY: a. Promptly notifies CONTRACTOR Contractor in writing of the claim, but AGENCY’s failure to provide timely notice shall only relieve CONTRACTOR Contractor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTORContractor; and b. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR Contractor sole control of the defense and all related settlement negotiations; and c. Cooperates with CONTRACTOR Contractor (at CONTRACTORContractor’s expense) in the defense and/or settlement of such claim upon CONTRACTORContractor’s request. If such claim has occurred, or in CONTRACTORContractor’s opinion is likely to occur, AGENCY agrees to permit CONTRACTORContractor, at its option and expense, either to procure the right to continue using the Service or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Service is enjoined by a court and CONTRACTOR Contractor determines that none of these alternatives is reasonably available, AGENCY may terminate the Service. No termination charges will be payable on such Service and the AGENCY will pay only those charges that were payable prior to the date of such termination.

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR32.1. Vendor, at its expense, shall defend, indemnify, and save AGENCY Purchaser harmless from and against any third party claims against AGENCY Purchaser that any Service as provided by CONTRACTOR and Product or Work Product supplied hereunder, or AGENCYPurchaser’s use of the Service Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR Vendor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY Purchaser provided that AGENCYPurchaser: a. a) Promptly notifies CONTRACTOR Vendor in writing of the claim, but AGENCYPurchaser’s failure to provide timely notice shall only relieve CONTRACTOR Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTORVendor; and b. b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR Vendor sole control of the defense and all related settlement negotiations; and. c. Cooperates with CONTRACTOR (at CONTRACTOR’s expense) in the defense and/or settlement of such claim upon CONTRACTOR’s request32.2. If such claim has occurred, or in CONTRACTORVendor’s opinion is likely to occur, AGENCY Purchaser agrees to permit CONTRACTORVendor, at its option and expense, either to procure for Purchaser the right to continue using the Service Product or Work Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Service Product or Work Product is enjoined by a court and CONTRACTOR Vendor determines that none of these alternatives is reasonably available, AGENCY may terminate Vendor, at its risk and expense, will take back the ServiceProduct or Work Product and provide Purchaser a refund. In the case of Work Product, Vendor shall refund to Purchaser the entire amount Purchaser paid to Vendor for Vendor’s provision of the Work Product. In the case of Product, Vendor shall refund to Purchaser its depreciated value. No termination charges will be payable on such Service returned Product, and the AGENCY Purchaser will pay only those charges that were payable prior to the date of such terminationreturn. Depreciated value shall be calculated on the basis of a useful life of four (4) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty-five (365) days per year. In the event the Product has been installed less than one (1) year, all costs associated with the initial installation paid by Purchaser shall be refunded by Vendor. 32.3. Vendor has no liability for any claim of infringement arising solely from: a) Vendor’s compliance with any designs, specifications or instructions of Purchaser; b) Modification of the Product or Work Product by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Product or Work Product in a way not specified by Vendor;

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR29.1. Vendor, at its expense, shall defend, indemnify, and save AGENCY Purchaser harmless from and against any third party claims against AGENCY Purchaser that any Service as provided by CONTRACTOR and Product or Work Product supplied hereunder, or AGENCYPurchaser’s use of the Service Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR Vendor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY Purchaser provided that AGENCYPurchaser: a. a) Promptly notifies CONTRACTOR Vendor in writing of the claim, but AGENCYXxxxxxxxx’s failure to provide timely notice shall only relieve CONTRACTOR Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTORVendor; and b. b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR Vendor sole control of the defense and all related settlement negotiations; and. c. Cooperates with CONTRACTOR (at CONTRACTOR’s expense) in the defense and/or settlement of such claim upon CONTRACTOR’s request29.2. If such claim has occurred, or in CONTRACTORVendor’s opinion is likely to occur, AGENCY Purchaser agrees to permit CONTRACTORVendor, at its option and expense, either to procure for Purchaser the right to continue using the Service Product or Work Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Service Product or Work Product is enjoined by a court and CONTRACTOR Vendor determines that none of these alternatives is reasonably available, AGENCY may terminate Vendor, at its risk and expense, will take back the ServiceProduct or Work Product and provide Purchaser a refund. In the case of Work Product, Vendor shall refund to Purchaser the entire amount Purchaser paid to Vendor for Vendor’s provision of the Work Product. In the case of Product, Vendor shall refund to Purchaser its depreciated value. No termination charges will be payable on such Service returned Product, and the AGENCY Purchaser will pay only those charges that were payable prior to the date of such terminationreturn. Depreciated value shall be calculated on the basis of a useful life of four (4) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty-five (365) days per year. In the event the Product has been installed less than one (1) year, all costs associated with the initial installation paid by Purchaser shall be refunded by Vendor. 29.3. Vendor has no liability for any claim of infringement arising solely from: a) Vendor’s compliance with any designs, specifications or instructions of Purchaser; b) Modification of the Product or Work Product by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Product or Work Product in a way not specified by Vendor; unless the claim arose against Vendor’s Product or Work Product independently of any of these specified actions.

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR, LICENSOR at its expense, shall defend, indemnify, and save AGENCY harmless from and own expense will defend any action brought against any third party claims against AGENCY LICENSEE to the extent that it is based on a claim that any Service as provided by CONTRACTOR and supplied hereunder, or AGENCY’s use Licensed Program used within the scope of the Service within the terms of this Contract, license hereunder infringes any patent, a United States patent or copyright, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY provided that AGENCY: a. Promptly provided: LICENSEE notifies CONTRACTOR LICENSOR promptly in writing of the claim, but AGENCY’s failure action (and all prior claims relating to provide timely notice shall only relieve CONTRACTOR from its indemnification obligations if such action) and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTOR; and b. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR LICENSOR has sole control of the defense and all related negotiations for the settlement negotiations; and c. Cooperates with CONTRACTOR (at CONTRACTOR’s expense) in or compromise. In the defense and/or settlement of such claim upon CONTRACTOR’s request. If such claim has occurredevent any Licensed Programs become, or in CONTRACTOR’s LICENSOR's opinion is are likely to occurbecome, AGENCY agrees to permit CONTRACTORthe subject of a claim of infringement of a patent or copyright, LICENSOR may at its option and expense, either to procure secure the LICENSEE's right to continue using the Service or to Licensed Programs, replace or modify the same so that they become them to make them non-infringing and functionally equivalent. If use infringing, or if neither of the Service is enjoined by a court and CONTRACTOR determines that none of these foregoing alternatives is reasonably availableavailable to LICENSOR, AGENCY discontinue the Licensed program upon one month's written notice. If, however, the Licensed Program is not the subject of a claim of patent or copyright infringement, LICENSEE may terminate notify LICENSOR in writing during the Service. No termination charges will one month after LICENSOR's notice of discontinuance that LICENSEE elects to continue to be payable on such Service and the AGENCY will pay only those charges that were payable prior licensed with respect to the date Licensed Program until there has been an injunction or the claim has been withdrawn, and agrees to undertake at LICENSEE's expense the defense' of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages, and attorney's fees attributable to such termination.continued use after such notice is given to LICENSOR; it being understood that LICENSOR may participate at its expense in the defense of any such action if such claim is against LICENSOR. LICENSOR shall have no Liability for any claim of copyright or patent infringement based on use of other than a current unaltered release of the Licensed Program available from LICENSOR if such infringement would have been avoided by the use of a current unaltered release of the Licensed Program available from LICENSOR. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR, at its expense, shall defend, indemnify, and save AGENCY harmless from and against any third party claims against AGENCY that any Service as provided by CONTRACTOR and supplied hereunder, or AGENCY’s use of the Service within the terms of this Contract, infringes any patent, copyright, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY provided that AGENCY: a. : Promptly notifies CONTRACTOR in writing of the claim, but AGENCY’s failure to provide timely notice shall only relieve CONTRACTOR from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTOR; and b. and Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR sole control of the defense and all related settlement negotiations; and c. and Cooperates with CONTRACTOR (at CONTRACTOR’s expense) in the defense and/or settlement of such claim upon CONTRACTOR’s request. If such claim has occurred, or in CONTRACTOR’s opinion is likely to occur, AGENCY agrees to permit CONTRACTOR, at its option and expense, either to procure the right to continue using the Service or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Service is enjoined by a court and CONTRACTOR determines that none of these alternatives is reasonably available, AGENCY may terminate the Service. No termination charges will be payable on such Service and the AGENCY will pay only those charges that were payable prior to the date of such termination.

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR31.1. Vendor, at its expense, shall defend, indemnify, and save AGENCY WSDOT harmless from and against any third party claims against AGENCY WSDOT that any Service as provided by CONTRACTOR and Product supplied hereunder, or AGENCYWSDOT’s use of the Service Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR Vendor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY WSDOT provided that AGENCYWSDOT: a. a) Promptly notifies CONTRACTOR Vendor in writing of the claim, but AGENCYWSDOT’s failure to provide timely notice shall only relieve CONTRACTOR Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTORVendor; and b. b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR Vendor sole control of the defense and all related settlement negotiations; and. c. Cooperates with CONTRACTOR (at CONTRACTOR’s expense) in the defense and/or settlement of such claim upon CONTRACTOR’s request31.2. If such claim has occurred, or in CONTRACTORVendor’s opinion is likely to occur, AGENCY WSDOT agrees to permit CONTRACTORVendor, at its option and expense, either to procure for WSDOT the right to continue using the Service Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Service Product is enjoined by a court and CONTRACTOR Vendor determines that none of these alternatives is reasonably available, AGENCY may terminate Vendor, at its risk and expense, will recall the ServiceProduct and provide WSDOT refunds as well as other costs incurred by WSDOT associated with the Product recall. 31.3. No termination charges will be payable on such Service Vendor has no liability for any claim of infringement arising solely from: a) Vendor’s compliance with any designs, specifications or instructions of WSDOT; b) Modification of the Product by WSDOT or a third party without the prior knowledge and approval of Vendor; c) Use of the AGENCY will pay only those charges that were payable prior to Product in a way not specified by Vendor; or, d) Use of the date Product with equipment not supplied by Vendor; unless the claim arose against Vendor’s Product independently of such terminationany of these specified actions.