Common use of Patent, Copyright and Trade Secret Indemnification Clause in Contracts

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  Procure for County all rights to continued use of the questioned equipment, part, or software product; or  Replace the questioned equipment, part, or software product with a non-questioned item; or  Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The ‌ 9.12.1 Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third third-party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work 's Work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s 's defense and settlement thereof. 9.4.2 9.12.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s 's continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s 's continued use of the system is not materially impeded, shall either:  : 9.12.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or  or 9.12.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or  or 9.12.2.3 Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The 9.12.3 Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this ContractMaster Agreement. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  Procure for County all rights to continued use of the questioned equipment, part, or software product; or  Replace the questioned equipment, part, or software product with a non-questioned item; or  Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The 91.1 Contractor shall must indemnify, hold harmless and defend the County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work Work under this Contract. The County shall will inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, disclosure and shall will support the Contractor’s defense and settlement thereof. 9.4.2 91.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system System is not materially impeded, shall must either:  : a. Procure for the County all rights to continued use of the questioned equipment, part, or software product; or  , or b. Replace the questioned equipment, part, or software product with a non-questioned item; or  , or c. Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The 91.3 Contractor shall will have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The 7.53.1 Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 7.53.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  ▪ Procure for County all rights to continued use of the questioned equipment, part, or software product; or  ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or  ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The 7.53.3 Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this ContractMaster Agreement. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  Procure for County all rights to continued use of the questioned equipment, part, or software product; or  Replace the questioned equipment, part, or software product with a non-questioned item; or  Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 2.5.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, disclosure and shall support the Contractor’s defense and settlement thereof. 9.4.2 2.5.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  , 2.5.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or  or 2.5.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or  or 2.5.2.3 Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 2.5.2.4 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  ▪ Procure for County all rights to continued use of the questioned equipment, part, or software product; or  ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or  ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this ContractMaster Agreement. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  ▪ Procure for County all rights to continued use of the questioned equipment, part, or software product; or  ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or  ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 9.3.1 The Contractor shall indemnify, hold harmless and defend County District from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County District shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 9.3.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that CountyDistrict’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that CountyDistrict’s continued use of the system is not materially impeded, shall either:  ▪ Procure for County District all rights to continued use of the questioned equipment, part, or software product; or  ▪ Replace the questioned equipment, part, or software product with a non-non- questioned item; or  ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 . The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless harmless, and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this ContractMaster Agreement. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  Procure for County all rights to continued use of the questioned equipment, part, or software product; or  Replace the questioned equipment, part, or software product with a non-questioned item; or  Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 ‌ 9.3.1 The Contractor shall must indemnify, hold harmless and defend the County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. The County shall will inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall will support the Contractor’s defense and settlement thereof. 9.4.2 9.3.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that the County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that the County’s continued use of the system is not materially impeded, shall must either:  : 9.3.2.1 Procure for the County all rights to continued use of the questioned equipment, part, or software product; or  or 9.3.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or  or 9.3.2.3 Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 9.3.3 The Contractor shall will have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 9.3.1 The Contractor shall must indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall will inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall will support the Contractor’s defense and settlement thereof. 9.4.2 9.3.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall must either:  : 9.3.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or  or 9.3.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or  or 9.3.2.3 Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 9.3.3 The Contractor shall will have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The 8.36.1 Contractor shall indemnify, hold harmless and defend County Indemnitees from and against any and all liability, damages, costs, and expenses, including, but not limited to, including defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third third-party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work Work under this ContractAgreement. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 8.36.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  ▪ Procure for County all rights to continued use of the questioned equipment, part, or software product; or  ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or  ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The 8.36.3 Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this ContractMaster Agreement. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:   Procure for County all rights to continued use of the questioned equipment, part, or software product; or   Replace the questioned equipment, part, or software product with a non-questioned item; or   Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 9.1.1 The Contractor shall indemnify, hold harmless and defend the County and the District from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County The District shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 9.1.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that CountyDistrict’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that CountyDistrict’s continued use of the system is not materially impeded, shall either:  Procure for County District, all rights to continued use of the questioned equipment, part, or software product; or  Replace the questioned equipment, part, or software product with a non-questioned item; or  Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 9.1.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 Paragraph 9.3 only applies where the Contractor provides services that may include proprietary, copyrighted or trade-secret deliverables, reports, materials, systems, system architecture, designs or software. 9.3.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 9.3.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  : 9.3.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or  or 9.3.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or  or 9.3.2.3 Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 9.3.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The ‌ 9.11.1 Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third third-party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work 's Work under this ContractMaster Agreement. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s 's defense and settlement thereof. 9.4.2 9.11.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s 's continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s 's continued use of the system is not materially impeded, shall either:  : 9.11.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or  or 9.11.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or  or 9.11.2.3 Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The 9.11.3 Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 9.5.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' ’ fees, for or by reason of any actual or alleged infringement of any third party's ’s patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 9.5.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  □ Procure for County all rights to continued use of the questioned equipment, part, or software product; or  □ Replace the questioned equipment, part, or software product with a non-questioned item; or  □ Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 9.5.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this ContractMaster Agreement. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  • Procure for County all rights to continued use of the questioned equipment, part, or software product; or  • Replace the questioned equipment, part, or software product with a non-questioned item; or  • Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The 91.1 Contractor shall must indemnify, hold harmless and defend the County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work Work under this Contract. The County shall will inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, disclosure and shall will support the Contractor’s defense and settlement thereof. 9.4.2 91.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system System is not materially impeded, shall must either:  : a. Procure for the County all rights to continued use of the questioned equipment, part, or software product; or  , or b. Replace the questioned equipment, part, or software product with a non-questioned item; or  , or c. Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The 91.3 Contractor shall must have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The ‌ 9.3.1 Contractor shall must indemnify, hold harmless harmless, and defend the County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' ’ fees, for or by reason of any actual or alleged infringement of any third party's ’s patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work Work under this Contract. The County shall will inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall will support the Contractor’s defense and settlement thereof. 9.4.2 9.3.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that the County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that the County’s continued use of the system is not materially impeded, shall must either:  : a. Procure for the County all rights to continued use of the questioned equipment, part, or software product; or  , or b. Replace the questioned equipment, part, or software product with a non-non- questioned item; or  , or c. Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The 9.3.3 Contractor shall will have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof. 9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either:  Procure for County all rights to continued use of the questioned equipment, part, or software product; or  Replace the questioned equipment, part, or software product with a non-questioned item; or  Modify the questioned equipment, part, or software so that it is free of claims. 9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.