PRIVACY AND SECURITY INDEMNIFICATION. In addition to the indemnification provisions in the Contract, the Contractor agrees to indemnify, defend, and hold harmless the County, its Special Districts, elected and appointed officers, agents, employees, and volunteers from and against any and all claims, demands liabilities, damages, judgments, awards, losses, costs, expenses or fees including reasonable attorneys’ fees, accounting and other expert, consulting or professional fees, and amounts paid in any settlement arising from, connected with, or relating to : • The Contractor’s violation of any federal and State laws in connection with its accessing, collecting, processing, storing, disclosing, or otherwise using County Information; • The Contractor’s failure to perform or comply with any terms and conditions of the Contract or related agreements with the County; and/or, • Any Information loss, breach of Confidentiality, or Incident involving any County Information that occurs on the Contractor’s systems or networks (including all costs and expenses incurred by the County to remedy the effects of such loss, breach of Confidentiality, or Incident, which may include (i) providing appropriate notice to individuals and governmental authorities, (ii) responding to individuals’ and governmental authorities’ inquiries, (iii) providing credit monitoring to individuals, and (iv) conducting litigation and settlements with individuals and governmental authorities). Notwithstanding the preceding sentences, the County shall have the right to participate in any such defense at its sole cost and expense, except that in the event Contractor fails to provide County with a full and adequate defense, as determined by County in its sole judgment, County shall be entitled to retain its own counsel, including, without limitation, County Counsel, and County shall be entitled to reimbursement from Contractor for all such costs and expenses incurred by County in doing so. Contractor shall not have the right to enter into any settlement, agree to any injunction or other equitable relief, or make any admission, in each case, on behalf of County without County’s prior written approval.
PRIVACY AND SECURITY INDEMNIFICATION. The Contractor shall include in its Business Continuity Plan service offering, a means for segmenting and distributing IT infrastructure, disaster recovery and mirrored critical system, among any other measures reasonably necessary to ensure business continuity and provision of the SaaS. In the event that the SaaS is interrupted, the County Information may be accessed and retrieved within two (2) hours at any point in time. To the extent the Contractor hosts County Information related to the SaaS, the Contractor shall create daily backups of all County Information related to the County’s use of the SaaS in a segmented or off-site “hardened” environment in a manner that ensures backups are secure consistent with cybersecurity requirements described in this Contract and available when needed.
