Common use of PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION Clause in Contracts

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

PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION. 9.5.1 The ‌ 9.11.1 Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third third-party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor‟s work Contractor's Work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor‟s Contractor's defense and settlement thereof. 9.5.2 9.11.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County‟s County's continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County‟s County's continued use of the system is not materially impeded, shall either:  : 9.11.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or  or 9.11.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or  or 9.11.2.3 Modify the questioned equipment, part, or software so that it is free of claims. 9.5.3 The 9.11.3 Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION. 9.5.1 The 9.2.1 Contractor shall indemnify, hold harmless and defend County the Commission from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor‟s Contractor’s work under this Contract. County The Commission shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor‟s Contractor’s defense and settlement thereof. 9.5.2 9.2.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County‟s the Commission’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County‟s the Commission’s continued use of the system is not materially impeded, shall either:  ▪ Procure for County the Commission all rights to continued use of the questioned equipment, part, or software product; or  ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or  ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.5.3 The 9.2.3 Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION. 9.5.1 The 9.11.1 Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third third-party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor‟s work Contractor's Work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor‟s Contractor's defense and settlement thereof. 9.5.2 9.11.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County‟s County's continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County‟s County's continued use of the system is not materially impeded, shall either:   Procure for County all rights to continued use of the questioned equipment, part, or software product; or   Replace the questioned equipment, part, or software product with a non-questioned item; or   Modify the questioned equipment, part, or software so that it is free of claims. 9.5.3 The 9.11.3 Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION. 9.5.1 9.11.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third third-party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor‟s work Contractor's Work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor‟s Contractor's defense and settlement thereof. 9.5.2 9.11.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County‟s County's continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County‟s County's continued use of the system is not materially impeded, shall either:  • Procure for County all rights to continued use of the questioned equipment, part, or software product; or  • Replace the questioned equipment, part, or software product with a non-questioned item; or  • Modify the questioned equipment, part, or software so that it is free of claims. 9.5.3 9.11.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.

PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION. 9.5.1 22.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor‟s Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor‟s Contractor’s defense and settlement thereof. 9.5.2 22.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County‟s County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County‟s County’s continued use of the system is not materially impeded, shall either:  ▪ Procure for County all rights to continued use of the questioned equipment, part, or software product; or  ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or  ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.5.3 22.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intendedintended by the Contactor.

PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION. 9.5.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor‟s Contractor’s work under this Contract. The County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor‟s Contractor’s defense and settlement thereof. 9.5.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County‟s the County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County‟s the County’s continued use of the system is not materially impeded, shall either:  ▪ Procure for the County all rights to continued use of the questioned equipment, part, or software product; or  ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or  ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.5.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.. 1.0 SCOPE OF WORK 1 2.0 ADDITION/DELETION OF SPECIFIC TASKS AND/OR WORK HOURS 37 3.0 QUALITY CONTROL 37 4.0 QUALITY ASSURANCE PLAN 37 5.0 THIS SECTION IS INTENTIONALLY OMITTED 38 6.0 RESPONSIBILITIES 38 6.1 Personnel 38 6.2 Furnished Items 39 6.3 Project Manager 39 6.4 Personnel 39 6.5 Uniforms/Identification Badges 39 6.6 Materials and Equipment 40 6.7 Training 40 6.8 Contractor’s Office 40 7.0 HOURS/DAYS OF WORK 40 8.0 WORK SCHEDULES 41 9.0 UNSCHEDULED WORK 41 10.0 SPECIFIC WORK REQUIREMENTS 42 11.0 PERFORMANCE REQUIREMENTS SUMMARY 42

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