Common use of PATENT AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 38, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 32 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3832, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 29 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3830, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY and the WIB under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY and the WIB of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY and the WIB will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY and the WIB to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY and the WIB pursuant to this Section 38 and fails to do so after reasonable notice from COUNTYCOUNTY and the WIB, COUNTY and the WIB may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY and WIB any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s and the WIB’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY and the WIB the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 38, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR CONSULTANT represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR CONSULTANT Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR CONSULTANT shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion when determined by a count of competent jurisdiction to be true that any CONTRACTOR CONSULTANT Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR CONSULTANT promptly of such claim, suit or assertion; (2) permit CONTRACTOR CONSULTANT to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR CONSULTANT to do so. CONTRACTOR CONSULTANT shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR CONSULTANT Products. b. If CONTRACTOR CONSULTANT is obligated to defend COUNTY pursuant to this Section 38 31 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR CONSULTANT shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceedingproceeding to the extent CONSULTANT is determed culpable by a court of competent jurisdiction. c. In the case of any such claim of infringement, CONTRACTOR CONSULTANT shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR CONSULTANT Products; or (2) replace or modify the CONTRACTOR CONSULTANT Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3831, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR CONSULTANT Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 31 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3831, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 32 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance.the d. Notwithstanding this Section 3832, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR CONSULTANT represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR CONSULTANT Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR CONSULTANT shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR CONSULTANT Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR CONSULTANT promptly of such claim, suit or assertion; (2) permit CONTRACTOR CONSULTANT to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR CONSULTANT to do so. CONTRACTOR CONSULTANT shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR CONSULTANT Products. b. If CONTRACTOR CONSULTANT is obligated to defend COUNTY pursuant to this Section 38 29 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR CONSULTANT shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR CONSULTANT shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR CONSULTANT Products; or (2) replace or modify the CONTRACTOR CONSULTANT Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3830, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR CONSULTANT Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR CONSULTANT represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR CONSULTANT Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR CONSULTANT shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR CONSULTANT Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR CONSULTANT promptly of such claim, suit or assertion; (2) permit CONTRACTOR CONSULTANT to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR CONSULTANT to do so. CONTRACTOR CONSULTANT shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR CONSULTANT Products. b. If CONTRACTOR CONSULTANT is obligated to defend COUNTY pursuant to this Section 38 32 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR CONSULTANT shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR CONSULTANT shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR CONSULTANT Products; or (2) replace or modify the CONTRACTOR CONSULTANT Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3832, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR CONSULTANT Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR CONSULTANT represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR CONSULTANT Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR CONSULTANT shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR CONSULTANT Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR CONSULTANT promptly of such claim, suit or assertion; (2) permit CONTRACTOR CONSULTANT to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR CONSULTANT to do so. CONTRACTOR CONSULTANT shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR CONSULTANT Products. b. If CONTRACTOR CONSULTANT is obligated to defend COUNTY pursuant to this Section 38 31 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR CONSULTANT shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR CONSULTANT shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR CONSULTANT Products; or (2) replace or modify the CONTRACTOR CONSULTANT Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3831, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR CONSULTANT Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 32 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding.defense c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3832, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Contractor Products”) provided to COUNTY Agency under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR Contractor shall defend, indemnify and hold harmless COUNTY Agency of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY . Agency will: (1) notify CONTRACTOR Contractor promptly of such claim, suit or assertion; (2) permit CONTRACTOR Contractor to defend, compromise, or settle the claim; and, and (3) provide, on a reasonable basis, information to enable CONTRACTOR Contractor to do so. CONTRACTOR Contractor shall not agree without COUNTYAgency’s prior written consent, to any settlement, which would require COUNTY Agency to pay money or perform some affirmative act in order to continue using the CONTRACTOR Contractor Products. b. a. If CONTRACTOR Contractor is obligated to defend COUNTY Agency pursuant to this Section 38 33 and fails to do so after reasonable notice from COUNTYAgency, COUNTY Agency may defend itself and/or settle such proceeding, and CONTRACTOR Contractor shall pay to COUNTY Agency any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTYAgency’s defense and/or settlement of such proceeding. c. b. In the case of any such claim of infringement, CONTRACTOR Contractor shall either, at its option, , (1) procure for COUNTY Agency the right to continue using the CONTRACTOR Contractor Products; or (2) replace or modify the CONTRACTOR Contractor Products so that that they become non-infringing, but equivalent in functionality and performance. d. c. Notwithstanding this Section 3833, COUNTY Agency retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Contractor Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. . COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTYCounty’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. a. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 33 and fails to do so after reasonable notice from COUNTYCounty, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTYCounty’s defense and/or settlement of such proceeding. c. b. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. c. Notwithstanding this Section 3833, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s ’S prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 29 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s ’S defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3830, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party.under a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 38, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Contractor Products”) provided to COUNTY under this Agreement Contract infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. . COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. a. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 33 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. b. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. c. Notwithstanding this Section 3833, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Contractor Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents 15.1 If notified promptly In writing of any action (and all prior claim relating to such action) brought against Reseller based on a claim that it knows any of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, Product supplied infringes a United States patent copyright or other proprietary right. CONTRACTOR intellectual property right Summa Four shall defend, indemnify defend such action at its expense and hold harmless COUNTY of, from and pay any costs or damages finally awarded against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of Reseller In such action which am found to be attributable to such claim, suit or assertion; : provided that Summa Four shall have sole control of the defense (2with reasonable assistance from Reseller) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such action and all negotiations for its settlement or compromise; and further provided Reseller or Its customers shall promptly cease to use Products if so requested by Summa Four. If a final injunction is obtained against the use of any of the Products by reason of infringement of a patent copyright, or other intellectual property right, or If In Summa Fours opinion any of the Product supplied to Reseller hereunder Is likely to become the subject of a successful claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 38, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any infringement of a patent, copyright, or other intellectual property rightright Summa Four shall, at its option and expense, either procure for Reseller the right to continue using such Product, replace or modify the same so that it becomes non-infringing, or grant Reseller a reasonable credit for the return of such Product. 18.2 Notwithstanding the foregoing, Summa Four shall not have any liability to Reseller ort its customers under the foregoing provisions if the Infringement or claim Is based upon (i) the use of any of the Products in combination with other equipment or software which is not furnished by Summa Four. or (II) use of the Products which have been modified to Reseller's or its customers" designs, specifications or instructions. No costs or expenses shall be Incurred on behalf of Summa Four without the prior written consent of Summa Four. The foregoing provisions state the entire liability of Summa Four with respect to infringement of patents, copyrights, trademarks and other Intellectual property rights by any of the products or any part thereof or by their operation.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“"CONTRACTOR Products”") provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “"Losses”") arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s 's prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s 's fees and costs) incurred in relationship with COUNTY’s 's defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 38, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR CONSULTANT represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR CONSULTANT Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR CONSULTANT shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR CONSULTANT Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR CONSULTANT promptly of such claim, suit or assertion; (2) permit CONTRACTOR CONSULTANT to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR CONSULTANT to do so. CONTRACTOR CONSULTANT shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR CONSULTANT Products. b. If CONTRACTOR CONSULTANT is obligated to defend COUNTY pursuant to this Section 38 29 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR CONSULTANT shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR CONSULTANT shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR CONSULTANT Products; or (2) replace or modify the CONTRACTOR CONSULTANT Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3830, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR CONSULTANT Products infringe any patent, copyright, or other intellectual property right. [END OF GENERAL TERMS AND CONDITIONS] BOS AGREEMENT NO. COUNTY OF MENDOCINO AGREEMENT FOR PROFESSIONAL SERVICES EXHIBIT “A” SCOPE OF SERVICES The beneficiaries of this contract will be any Mendocino County Citizens applying for state and federal funding in regards to disaster recovery funds or hazard mitigation grants. Furthermore, the County itself, Cities and Districts within the County will have access to certain disaster assistance recovery augmentation funds that they would not otherwise. Permit the State, Federal government auditors (associated with U.S. Department of Housing and Urban Development (HUD) or California Department of Housing and Community Development (HCD)), the Bureau of State Audits, the Department and/or their representatives, upon reasonable notice, unrestricted access to any or all books, records, accounts, documentation, and all other materials relevant to the Agreement for the purpose of monitoring, auditing, or otherwise examining said materials.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products.Products.‌ b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 37 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3837, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party.party.‌ a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 38, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 29 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 3829, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.