Common use of PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY Clause in Contracts

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods or software, or the operation thereof, become, or in the contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor at its option and expense either to procure for the State the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor agrees to take back such goods or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. e) The contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractor; or, ii) The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) a. Contractor shall hold the State of CaliforniaHACSB, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted un- copyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractAgreement. b) b. Contractor may be required to furnish a bond to the State HACSB against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) c. Contractor, at its own expense, shall defend any action brought against the State HACSB to the extent that such action is based upon a claim that the goods or software supplied by the contractor Contractor or the operation of such goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State HACSB in any such action. Such defense and payment shall be conditioned on the following: i) i. That the contractor Contractor shall be notified within a reasonable time in writing by the State HACSB of any notice of such claim; and, ii) . That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State HACSB shall have the option to participate in such action at its own expense. d) d. Should the goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State HACSB shall permit the contractor Contractor at its option and expense either to procure for the State HACSB the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State HACSB shall be prevented by injunction, the contractor Contractor agrees to take back such goods or software and make every reasonable effort to assist the State HACSB in procuring substitute goods or software. If, in the sole opinion of the StateHACSB, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor Contractor under this contract Agreement impractical, the State HACSB shall then have the option of terminating such contractsAgreement, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods or software and refund any sums the State HACSB has paid contractor less any reasonable amount for use or damageContractor. e) The contractor e. Contractor shall have no liability to the State HACSB under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) i. The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) . The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; or iii) . The modification by the State HACSB of the equipment furnished hereunder or of the software; or iv) . The combination or utilization of software furnished hereunder with non-contractor Contractor supplied software. f) f. Contractor certifies that it has appropriate systems and controls in place to ensure that state HACSB funds will not be used in the performance of this contract Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) g. The foregoing states the entire liability of the contractor Contractor to the State HACSB with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) a. Contractor shall hold the State of CaliforniaHACSB, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractAgreement. b) b. Contractor may be required to furnish a bond to the State HACSB against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) c. Contractor, at its own expense, shall defend any action brought against the State HACSB to the extent that such action is based upon a claim that the goods or software supplied by the contractor Contractor or the operation of such goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State HACSB in any such action. Such defense and payment shall be conditioned on the following: i) i. That the contractor Contractor shall be notified within a reasonable time in writing by the State HACSB of any notice of such claim; and, ii) . That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State HACSB shall have the option to participate in such action at its own expense. d) d. Should the goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State HACSB shall permit the contractor Contractor at its option and expense either to procure for the State HACSB the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State HACSB shall be prevented by injunction, the contractor Contractor agrees to take back such goods or software and make every reasonable effort to assist the State HACSB in procuring substitute goods or software. If, in the sole opinion of the StateHACSB, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor Contractor under this contract Agreement impractical, the State HACSB shall then have the option of terminating such contractsAgreement, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods or software and refund any sums the State HACSB has paid contractor less any reasonable amount for use or damageContractor. e) The contractor e. Contractor shall have no liability to the State HACSB under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) i. The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) . The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; or iii) . The modification by the State HACSB of the equipment furnished hereunder or of the software; or iv) . The combination or utilization of software furnished hereunder with non-contractor Contractor supplied software. f) f. Contractor certifies that it has appropriate systems and controls in place to ensure that state HACSB funds will not be used in the performance of this contract Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) g. The foregoing states the entire liability of the contractor Contractor to the State HACSB with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) a. Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractContract. b) b. Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) c. Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods Goods or software supplied by the contractor Contractor or the operation of such goods Goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) i. That the contractor Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) . That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) d. Should the goods Goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods Goods or software, or to replace or modify the same so that they become non-non infringing. If none of these options can reasonably be taken, or if the use of such goods Goods or software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods Goods or software and make every reasonable effort to assist the State in procuring substitute goods Goods or software. If, in the sole opinion of the State, the return of such infringing goods Goods or software makes the retention of other goods Goods or software acquired from the contractor Contractor under this contract Contract impractical, the State shall then have the option of terminating such contractsContracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) e. The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) i. The combination or utilization of goods Goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) . The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractor-Contractor supplied operating software; or iii) . The modification by the State of the equipment furnished hereunder or of the software; or iv) . The combination or utilization of software furnished hereunder with non-contractor non Contractor supplied software. f) f. Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) g. The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) a. Contractor shall hold the State of CaliforniaHACSB, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractAgreement. b) b. Contractor may be required to furnish a bond to the State HACSB against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) c. Contractor, at its own expense, shall defend any action brought against the State HACSB to the extent that such action is based upon a claim that the goods or software supplied by the contractor Contractor or the operation of such goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State HACSB in any such action. Such defense and payment shall be conditioned on the following: i) i. That the contractor Contractor shall be notified within a reasonable time in writing by the State HACSB of any notice of such claim; and, ii) . That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, ; provided, however, that when principles of government or public law are involved, the State HACSB shall have the option to participate in such action at its own expense. d) d. Should the goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State HACSB shall permit the contractor Contractor at its option and expense either to procure for the State HACSB the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State HACSB shall be prevented by injunction, the contractor Contractor agrees to take back such goods or software and make every reasonable effort to assist the State HACSB in procuring substitute goods or software. If, in the sole opinion of the StateHACSB, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor Contractor under this contract Agreement impractical, the State HACSB shall then have the option of terminating such contractsAgreement, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods or software and refund any sums the State HACSB has paid contractor less any reasonable amount for use or damageContractor. e) The contractor e. Contractor shall have no liability to the State HACSB under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) i. The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) . The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; or iii) . The modification by the State HACSB of the equipment furnished hereunder or of the software; or iv) . The combination or utilization of software furnished hereunder with non-contractor Contractor supplied software. f) f. Contractor certifies that it has appropriate systems and controls in place to ensure that state HACSB funds will not be used in the performance of this contract Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) g. The foregoing states the entire liability of the contractor Contractor to the State HACSB with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractContract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods Goods or software supplied by the contractor Contractor or the operation of such goods Goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) i. That the contractor Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) . That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods Goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods Goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods Goods or software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods Goods or software and make every reasonable effort to assist the State in procuring substitute goods Goods or software. If, in the sole opinion of the State, the return of such infringing goods Goods or software makes the retention of other goods Goods or software acquired from the contractor Contractor under this contract Contract impractical, the State shall then have the option of terminating such contractsContracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) i. The combination or utilization of goods Goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) . The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; or iii) . The modification by the State of the equipment furnished hereunder or of the software; or iv) . The combination or utilization of software furnished hereunder with non-contractor Contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractContract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods Goods or software supplied by the contractor Contractor or the operation of such goods Goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods Goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods Goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods Goods or software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods Goods or software and make every reasonable effort to assist the State in procuring substitute goods Goods or software. If, in the sole opinion of the State, the return of such infringing goods Goods or software makes the retention of other goods Goods or software acquired from the contractor Contractor under this contract Contract impractical, the State shall then have the option of terminating such contractsContracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods Goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor Contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractContract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods Goods or software supplied by the contractor Contractor or the operation of such goods Goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods Goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods Goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods Goods or software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods Goods or software and make every reasonable effort to assist the State in procuring substitute goods Goods or software. If, in the sole opinion of the State, the return of such infringing goods Goods or software makes the retention of other goods Goods or software acquired from the contractor Contractor under this contract Contract impractical, the State shall then have the option of terminating such contractsContracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods Goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; oror‌ iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractContract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods Goods or software supplied by the contractor Contractor or the operation of such goods Goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods Goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods Goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods Goods or software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods Goods or software and make every reasonable effort to assist the State in procuring substitute goods Goods or software. If, in the sole opinion of the State, the return of such infringing goods Goods or software makes the retention of other goods Goods or software acquired from the contractor Contractor under this contract Contract impractical, the State shall then have the option of terminating such contractsContracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods Goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-non- contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) a. Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) b. Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) c. Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) i. That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) . That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) d. Should the goods or software, or the operation thereof, become, or in the contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor at its option and expense either to procure for the State the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without with out penalty or termination charge. The contractor agrees to take back such goods or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. e) e. The contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) i. The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractor; or, ii) . The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-supplied operating software; or iii) . The modification by the State of the equipment furnished hereunder or of the software; or iv) . The combination or utilization of software furnished hereunder with non-non- contractor supplied software. f) f. Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) g. The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall Lessor will indemnify, hold the State of California, its officers, agents -------------------------------------------- harmless and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, defend Lessee at its own expenseexpense against any claim that any Equipment or Software as provided by Lessor hereunder, exclusive of any Software programs at any time specifically developed pursuant to customized functional specifications for applications identified by Lessee, infringes any United States copyright, patent or trade secret; provided that Lessee promptly notifies Lessor of any such claim after receiving service of process, provides all reasonable assistance to Lessor and allows Lessor to control any resulting litigation and/or settlement negotiations. Lessor shall defend have no obligation with respect to any action brought against the State to the extent that such action is claim of infringement based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State Lessee's modification of any notice of such claim; and, ii) That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement Equipment or compromiseSoftware or their combination, providedoperation or use with apparatus, however, that when principles of government data or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods or software, or the operation thereof, become, or in the contractor's opinion are likely to become, the subject of computer programs not furnished by Lessor. If a claim of infringement of a United States patent described in this paragraph does occur, or copyright or a trade secretin Lessor's opinion is likely to occur, the State shall Lessee will permit the contractor Lessor, at its option and expense either expense, (i) to procure modify the Equipment or Software so that it is no longer infringing while performing substantially the same function, (ii) to obtain for the State Lessee the right to continue using the goods Equipment or softwareSoftware, or (iii) if (i) and (ii) are not reasonably procurable, require Lessee to replace return the Equipment and Software in exchange for a refund of Monthly Rent previously paid. Lessee will indemnify, hold harmless and defend Lessor at its own expense against any claim of copyright infringement based on a specification or modify the same so that they become non-infringingscript provided to Lessor by Lessee. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor agrees to take back such goods or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. e) The contractor shall have no liability to the State under Notwithstanding any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractor; or, ii) The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor Lease to the State contrary, including without limitation, this Sectionl8, Lessor is not in any way indemnifying or agreeing to defend Lessee with respect to infringement of patentsany claim or claims of United States Patent No. 4,706,275 (the "Aerotel Patent"), copyrights until after Lessee has obtained a valid and enforceable license to practice the Aerotel Patent in connection with the use and operation of all "debit card services" offered by Lessee (as generally described in the Calling Card Services and Billing Methods Sections of Lessor's IN*Control ESP Feature 5.5 document). The limitation in the preceding sentence only applies to the use and operation of such debit card services. Lessee represents that following execution of this Agreement, in connection with any debit card services Lessee decides to offer, it will promptly commence negotiations to enter into a valid and enforceable license to practice the Aerotel Patent in connection with the use and operation of all "debit card services" offered by Lessee; and if such a license agreement is not executed and delivered on or trade secretsbefore the six-month anniversary of the commencement date of such negotiations, this Agreement will terminate unless an officer of Lessee certifies in writing that such debit card services have been terminated on or before such six-month anniversary date. The parties acknowledge and agree that Licensee will not have any obligation to negotiate or obtain a license to practice the Aerotel Patent until if and when Lessee decides to provide debit card services. Lessee will indemnify, hold harmless and defend Lessor at its own expense against any claim that any Equipment or Software, and/or services provided in connection with the Equipment and Software, infringes the Aerotel Patent. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LESSOR, FOR PATENT, COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR CLAIMS OF INFRINGEMENT.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods or software, or the operation thereof, become, or in the contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor at its option and expense either to procure for the State the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor agrees to take back such goods or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. e) The contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractor; or, ii) The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims claims, and liability for patent, copyright copyright, and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods or software, or the operation thereof, become, or in the contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor at its option and expense either to procure for the State the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor agrees to take back such goods or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. e) The contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright copyright, or trade secret infringement which that is based upon: i) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractor; or, ii) The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. (a) Contractor shall indemnify, defend, and hold harmless the State of California, its Board of Trustees of the California State University, CSU, and their respective officers, agents agents, and employeesemployees (collectively referred to as CSU), harmless from liability of any nature or kindand all third-party claims, costs (including costs without limitation reasonable attorneys’ fees), and expenses, losses for infringement or use violation of any copyrighted Intellectual Property Right, domestic or uncopyrighted compositionforeign, secret processby any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, patented or unpatented inventionContractor will pass through to CSU, article or appliance furnished or used in connection addition to the foregoing provision, such indemnity rights as it receives from such third party (“Third-Party Obligation”) and will cooperate in enforcing them; provided that if the third-party manufacturer fails to honor the Third-Party Obligation, Contractor will provide CSU with the contractindemnity protection. b(i) CSU will notify Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs claim in writing and damages finally awarded against the State in any such action. Such tender its defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claimtime; and, ii) That the contractor shall have the sole and (ii)Contractor will control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that except when substantial principles of government or public law are involved, when litigation might create precedent affecting future CSU operations or liability, or when involvement of the State CSU is otherwise mandated by law. In such case no settlement shall have the option to participate in such action at its own expensebe entered into on behalf of CSU without CSU’s written approval. d(b) Should the goods Deliverables or softwareSoftware, or the operation thereof, become, or in the contractor's Contactor’s opinion are likely to become, the subject of a claim of infringement or violation of a United States patent Intellectual Property Right, whether domestic or copyright or a trade secretforeign, the State CSU shall permit the contractor Contractor at its option and expense either to procure for the State CSU the right to continue using the goods Deliverables or software, Software or to replace or modify the same so that they become non-infringing, provided they comply with Contract and performance requirements and/or expectations. If none of these options neither option can reasonably be taken, practicable or if the use of such goods Deliverables or software Software by the State CSU shall be prevented by injunction, the contractor Contractor agrees to take back such goods Deliverables or software Software and make every reasonable use its best effort to assist the State CSU in procuring substitute goods Deliverables or softwareSoftware at Contractors cost and expense. If, in the sole opinion of the StateCSU, the return of such infringing goods Deliverables or software Software makes the retention of other goods Deliverables or software Software acquired from the contractor Contractor under this contract impracticalContract impracticable, the State CSU shall then have the option of terminating such contractsthis Contract, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Deliverables or software Software and refund any sums the State has CSU paid contractor Contractor less any reasonable amount for use or damage. e) The contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractor; or, ii) The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied software. f(c) Contractor certifies that it has appropriate systems and controls in place to ensure that state State funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software Software in violation of copyright laws. g) The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold will indemnify, defend, and save harmless the State of CaliforniaState, its officers, agents agents, and employees, harmless from liability of any nature or kindand all third party claims, costs (including costs without limitation reasonable attorneys’ fees), and expenses, losses for infringement or use violation of any i) The State will notify Contractor of any copyrighted such claim in writing and tender the defense thereof within a reasonable time; and ii) Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or uncopyrighted compositioncompromise; provided that (i) when substantial principles of government or public law are involved, secret processwhen litigation might create precedent affecting future State operations or liability, patented or unpatented inventionwhen involvement of the State is otherwise mandated by law, article the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) the State will have the right to approve or appliance furnished disapprove any settlement or used compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in connection with the contractdefense and in any related settlement negotiations. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods Deliverables or softwareSoftware, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement or violation of a United States patent or copyright or a trade secretU.S. Intellectual Property Right, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods Deliverables or softwareSoftware, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods Deliverables or software Software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods Deliverables or software Software and make every reasonable effort to assist the State in procuring substitute goods Deliverables or softwareSoftware. If, in the sole opinion of the State, the return of such infringing goods Deliverables or software Software makes the retention of other goods Deliverables or software Software acquired from the contractor Contractor under this contract Contract impractical, the State shall then have the option of terminating such contractsContracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Deliverables or software Software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. ed) The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: (i) The combination or utilization of goods Deliverables furnished hereunder with equipment Equipment or devices not made or furnished by the contractorContractor; or, (ii) The operation of equipment Equipment furnished by the contractor Contractor under the control of any operating software Operating Software other than, or in addition to, the current version of contractorContractor-supplied operating softwareOperating Software; or (iii) The modification by the State of the equipment Equipment furnished hereunder or of the softwareSoftware; or (iv) The combination or utilization of software Software furnished hereunder with non-contractor supplied softwareSoftware. fe) Contractor certifies that it has appropriate systems and controls in place to ensure that state State funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software Software in violation of copyright laws. g) The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods or software, or the operation thereof, become, or in the contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor at its option and expense either to procure for the State the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) A. Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted un-copyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractAgreement. b) B. Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) C. Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor Contractor or the operation of such goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i(1) That the contractor Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii(2) That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) D. Should the goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor Contractor under this contract Agreement impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) E. The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i(1) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii(2) The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; or iii(3) The modification by the State of the equipment furnished hereunder or of the software; or iv(4) The combination or utilization of software furnished hereunder with non-contractor Contractor supplied software. f) F. Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) G. The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractContract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods Goods or software supplied by the contractor Contractor or the operation of such goods Goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods Goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods Goods or software, or to replace or modify the same so that they become non-non infringing. If none of these options can reasonably be taken, or if the use of such goods Goods or software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods Goods or software and make every reasonable effort to assist the State in procuring substitute goods Goods or software. If, in the sole opinion of the State, the return of such infringing goods Goods or software makes the retention of other goods Goods or software acquired from the contractor Contractor under this contract Contract impractical, the State shall then have the option of terminating such contractsContracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods Goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractor-Contractor supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor non Contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods or software, or the operation thereof, become, or in the contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor at its option and expense either to procure for the State the right to continue using the goods or software, or to replace or modify the same so that they become non-–infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor agrees to take back such goods or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. e) The contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractor; or, ii) The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-–supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-–contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state State funds will not be used in the performance of this contract for the acquisitionto acquire, operation operate or maintenance of maintain computer software in violation of copyright lawsa manner that does not comply with applicable copyrights and further agrees not to acquire, operate or maintain such software in a manner that does not comply with applicable copyrights. g) The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. 8.1 ODI shall defend or, at its option, settle, any claim, action or proceeding brought against VAR on grounds (a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of that any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) Contractor may be required to furnish Program infringes a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and or trade secret infringement. cor (b) Contractorthat ODI does not have the right to grant the licenses granted herein, at its own expense, and shall defend any action brought indemnify VAR against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those all damages and costs and damages finally awarded against the State VAR in any such actionaction or proceeding which results from any such claim. Such defense and payment ODI shall be conditioned on the following: ihave no liability under this Section 8 unless VAR (c) That the contractor shall be notified within a reasonable time promptly notifies ODI in writing by of the State of any notice of claim, (d) gives ODI full authority, information and assistance to defend such claim; and, iiclaim and (e) That the contractor shall have the gives ODI sole control of the defense of any action on such claim and all negotiations for its the compromise or settlement thereof. If a Program or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods or software, or the operation thereof, becomeany part thereof becomes, or in the contractorODI's opinion are is likely to become, the subject of a valid claim of infringement of a United States or the like under any patent or copyright or a trade secretsecret law, ODI shall have the State shall permit the contractor right, at its option and expense expense, either to procure obtain for VAR a license permitting the State continued use of the right to continue using the goods Program or softwaresuch part, or to replace or modify the same it so that they become it becomes non-infringing. If none of these options can reasonably be taken, or if to refund an amount equal to the use of such goods or software depreciated license fee paid by VAR for the State shall be prevented by injunction, Program (calculated on a straight line basis over a five-year life) and to terminate the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or softwarelicense therefor. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor agrees to take back such goods or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. e) The contractor ODI shall have no liability to the State under any provision of this clause hereunder for any. costs incurred or settlement entered into without its prior written consent. ODI shall have no - liability hereunder with respect to any claim based upon (f) the operation of patentan Application Program or the combination of the Program with other products not furnished by ODI (g) any addition to or modification to the Program by any person or entity other dm ODI (h) the use of other than a Current Release, copyright or trade secret infringement which is based upon: (i) The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by ODI furnishing to VAR any information, data, service and applications assistance, other than the contractor; or, ii) The operation of equipment furnished by Programs and the contractor under the control of any operating software other than, or in addition to, the current version of contractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied softwareprinted manuals relating thereto. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract for the acquisition8.2 THE PROVISIONS OF THIS SECTION 8 STATE THE EXCLUSIVE LIABILITY OF ODI AND THE EXCLUSIVE REMEDY OF VAR WITH RESPECT TO ANY CLAIM OF PATENT, operation or maintenance of computer software in violation of copyright lawsCOPYRIGHT OR TRADE SECRET INFRINGEMENT BY THE PROGRAMS OR CLAIM THAT ODI LACKS THE RIGHT TO GRANT THE LICENSES GRANTED HEREIN, ANY PART THEREOF OR THE USE THEREOF, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF NON-INFRINGEMENT, AND INDEMNITIES WITH RESPECT THERETO. g) The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contractContract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods Goods or software supplied by the contractor Contractor or the operation of such goods Goods pursuant to a current version of contractor Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) Should the goods Goods or software, or the operation thereof, become, or in the contractorContractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor Contractor at its option and expense either to procure for the State the right to continue using the goods Goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods Goods or software by the State shall be prevented by injunction, the contractor Contractor agrees to take back such goods Goods or software and make every reasonable effort to assist the State in procuring substitute goods Goods or software. If, in the sole opinion of the State, the return of such infringing goods Goods or software makes the retention of other goods Goods or software acquired from the contractor Contractor under this contract Contract impractical, the State shall then have the option of terminating such contractsContracts, or applicable portions thereof, without penalty or termination charge. The contractor Contractor agrees to take back such goods Goods or software and refund any sums the State has paid contractor Contractor less any reasonable amount for use or damage. e) The contractor Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) The combination or utilization of goods Goods furnished hereunder with equipment or devices not made or furnished by the contractorContractor; or, ii) The operation of equipment furnished by the contractor Contractor under the control of any operating software other than, or in addition to, the current version of contractorContractor-supplied operating software; or iii) The modification by the State of the equipment furnished hereunder or of the software; or iv) The combination or utilization of software furnished hereunder with non-contractor supplied software. f) Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) The foregoing states the entire liability of the contractor Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. a) a. Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) b. Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) c. Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) i. That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) . That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. d) d. Should the goods or software, or the operation thereof, become, or in the contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the contractor at its option and expense either to procure for the State the right to continue using the goods or software, or to replace or modify the same so that they become non-non infringing. If none of these options can reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the contractor agrees to take back such goods or software and make every reasonable effort to assist the State in procuring substitute goods or software. If, in the sole opinion of the State, the return of such infringing goods or software makes the retention of other goods or software acquired from the contractor under this contract impractical, the State shall then have the option of terminating such contracts, or applicable portions thereof, without penalty or termination charge. The contractor agrees to take back such goods or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. e) e. The contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i) i. The combination or utilization of goods furnished hereunder with equipment or devices not made or furnished by the contractor; or, ii) . The operation of equipment furnished by the contractor under the control of any operating software other than, or in addition to, the current version of contractor-contractor supplied operating software; or iii) . The modification by the State of the equipment furnished hereunder or of the software; or iv) . The combination or utilization of software furnished hereunder with non-non contractor supplied software. f) f. Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g) g. The foregoing states the entire liability of the contractor to the State with respect to infringement of patents, copyrights or trade secrets.