Required compliance with amendment and modification procedures. No different or additional services, work or products will be authorized or performed except as authorized by this section. No waiver of any term, covenant, or condition of this Agreement will be valid unless executed in compliance with this section. The CONTRACTOR will not be entitled to payments for any services, work, or products that are not authorized by a properly executed amendment or modification. Intellectual Property and Copyright The CONTRACTOR warrants that all materials provided by the CONTRACTOR will not infringe or misappropriate any right of, and will be free of any Claim of, any third person or entity based on copyright, patent, trade secret, or other intellectual property rights. The CONTRACTOR will, at its expense, defend with counsel approved by HCA, indemnify and hold harmless HCA, its employees, officers, directors, CONTRACTORS, and agents from and against any losses, liabilities, damages, penalties, costs, and fees from any Claim or action against HCA that is based on a Claim of breach of the warranty set forth in Section 7.8.1.1 of this Agreement. HCA will promptly notify the CONTRACTOR, in writing, of the Claim, provide the CONTRACTOR a copy of all information received by HCA with respect to the Claim and cooperate with the CONTRACTOR in defending or settling the Claim. HCA will not unreasonably withhold, delay, or condition approval of counsel selected by the CONTRACTOR. If materials are held to constitute an infringement or misappropriation, or the use thereof is enjoined or restricted, or if a proceeding appears to the CONTRACTOR to be likely to be brought, the CONTRACTOR will, at its own expense, either: Procure for HCA the right to continue using the materials; or Modify or replace the materials to comply with this Agreement and to not violate any intellectual property rights.
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Samples: Medicaid Managed Care Services Agreement, Medicaid Managed Care Services Agreement, Medicaid Managed Care Services Agreement
Required compliance with amendment and modification procedures. No different or additional services, work or products will be authorized or performed except as authorized by this section. No waiver of any term, covenant, or condition of this Agreement will be valid unless executed in compliance with this section. The CONTRACTOR will not be entitled to payments for any services, work, or products that are not authorized by a properly executed amendment or modification. Intellectual Property and Copyright The CONTRACTOR warrants that all materials provided by the CONTRACTOR will not infringe or misappropriate any right of, and will be free of any Claim of, any third person or entity based on copyright, patent, trade secret, or other intellectual property rights. The CONTRACTOR will, at its expense, defend with counsel approved by HCAHSD, indemnify and hold harmless HCAHSD, its employees, officers, directors, CONTRACTORS, and agents from and against any losses, liabilities, damages, penalties, costs, and fees from any Claim or action against HCA HSD that is based on a Claim of breach of the warranty set forth in Section 7.8.1.1 of this Agreement. HCA HSD will promptly notify the CONTRACTOR, in writing, of the Claim, provide the CONTRACTOR a copy of all information received by HCA HSD with respect to the Claim and cooperate with the CONTRACTOR in defending or settling the Claim. HCA HSD will not unreasonably withhold, delay, or condition approval of counsel selected by the CONTRACTOR. If materials are held to constitute an infringement or misappropriation, or the use thereof is enjoined or restricted, or if a proceeding appears to the CONTRACTOR to be likely to be brought, the CONTRACTOR will, at its own expense, either: Procure for HCA HSD the right to continue using the materials; or Modify or replace the materials to comply with this Agreement and to not violate any intellectual property rights.
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