Common use of Infringements Clause in Contracts

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, from any and all third-party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the CUSTOMER agree to furnish timely written notice to each other of any such claim. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Office of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, its EMPLOYEES AND OFFICERS from any and all third-third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER ' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by Customer that is not in conformity with the terms of any applicable license agreement. bc) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.or

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third- party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER ' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the service for a purpose or in a manner for which the service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the service without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the service by the Office Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSservice by Customer that is not in conformity with the terms of any applicable license agreement. bc) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productnon- infringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third- party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER ' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by Customer that is not in conformity with the terms of any applicable license agreement. bc) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productinfringing.

Infringements. a) Vendor A. The contractor shall indemnify and hold harmless the State state of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR and the THE CONTRACTOR AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER ' FEES. THE DEFENSE SHALL BE COORDINATED BY THE CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND THE CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. B. The contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without the contractor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office contractor pursuant to the customer’s specific instructions, (iv) any intellectual property right owned by or licensed to the customer, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by the customer that is not in conformity with the terms of any applicable license agreement. b) C. If Vendor the contractor becomes aware of an actual or potential claim, or Customer the customer provides Vendor the contractor with timely notice of an actual or potential claim, Vendor the contractor may (or in the case of an injunction against Customer, shall), at Vendorthe contractor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customerthe customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productinfringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services marks in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS COSTS, DAMAGES, AND ATTORNEYS' FEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREED APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NONproduct or service by Customer that is not in conformity with the terms of any DIR Contract No. DIR-STATE AGENCY CUSTOMERSSDD-2108 Vendor Contract No. ________________ applicable license agreement; or (vi) the distribution, operation or use of the product for the benefit of a third party outside Customer’s entity. bc) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return non- infringing. F. Section 9, Vendor Responsibilities, I. Security of Premises, Equipment, Data and Personnel is hereby restated in its entirety as follows: Vendor and/or Order Fulfiller may, from time to time during the performance of the Product freight collect Contract, have access to the personnel, premises, equipment, and provide other property, including data, files and /or materials (collectively referred to as “Data”) belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the advance instruction of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a reasonably depreciated refund for the ProductVendor and/or Order Fulfiller fails to comply with Customer’s security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement/Statement of Work.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services marks in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS COSTS, DAMAGES, AND ATTORNEYS' FEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREEMENT APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS.the bc) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return non- infringing. J. Appendix A, Section 9. Vendor Responsibilities, I. Security of the Product freight collect Premises, Equipment, Data and provide a reasonably depreciated refund for the Product.Personnel, is hereby restated in its entirety as follows: K. Appendix A, Section 9. Vendor Responsibilities, K. Limitation of Liability, is hereby restated in its entirety as follows: L. Appendix A, Section 9. Vendor Responsibilities, O. Required Insurance Coverage,

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims claims, which pertain to products and services offered under the Contract involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the CUSTOMER agree to furnish timely written notice to each other of any such claim. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE' FEES. The defense shall be coordinated by the VENDOR WITH THE Office of the Attorney General FOR WHEN TEXAS STATE AGENCY CUSTOMERS AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSVENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a provided under the Contract in combination with product or services not provided under the Contract, (ii) use of the product or service for a purpose or in a manner for which the product or services was not designed, (iii) any modification made to the product without Vendor’s written approval, (iv) any modifications made to the product by the Vendor pursuant to Customer’s specific instructions, (v) any intellectual property right owned by or licensed to Customer, or (vi) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productinfringing. F. Appendix A, Section 10.C Vendor Certifications is hereby replaced in its entirety as follows:

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER ' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by Customer that is not in conformity with the terms of any applicable license agreement. bc) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productnon- infringing.

Infringements. (a) Vendor Contractor shall indemnify and hold harmless the State of Texas and Customersthe Texas Finance Commission, AND/OR THEIR EMPLOYEESThe Texas Department of Banking, AGENTSThe Department of Savings and Mortgage Lending, REPRESENTATIVESand The Office Of Consumer Credit Commissioner, and their officers, agents, employees, representatives, contractors, assignees, and designees from any and all third-third party claims involving infringement of United States patents, trademarks, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACTperformances or actions of contractor pursuant to this contract. VENDOR Contractor and the CUSTOMER Finance Commission and Agencies agree to furnish timely written notice to each other of any such claim. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYSContractor shall be liable to pay all costs of defense including attorneys’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCEfees. The defense shall be coordinated by Contractor with the Office of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSwhen Texas state agencies are named defendants in any lawsuit and Contractor may not agree to any settlement without first obtaining the concurrence from the Office of the Attorney General. (b) Contractor shall have no liability under this paragraph if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Contractor’s written approval, (iii) any modifications made to the product by the Contractor pursuant to the specific instructions of the Agencies, (iv) any intellectual property right owned by or licensed to the Agencies, or (v) any use of the product or service by the Agencies that is not in conformity with the terms of any applicable license agreement. (c) If Vendor Contractor becomes aware of an actual or potential claim, or Customer provides Vendor the Agencies provide Contractor with timely notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against Customerthe Agencies, shall), at VendorContractor’s sole option and expense: ; (i) procure for the Customer Agencies the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use by the Agencies is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productinfringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services marks in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS COSTS, DAMAGES, AND ATTORNEYS' FEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREEMENT APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by Customer that is not in conformity with the terms of any applicable license agreement; or (vi) the distribution, operation or use of the product for the benefit of a third party outside Customer’s entity. bc) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return infringing. J. Appendix A, Section 9. Vendor Responsibilities, I. Security of the Product freight collect Premises, Equipment, Data and provide a reasonably depreciated refund for the Product.Personnel, is hereby restated in its entirety as follows: K. Appendix A, Section 9. Vendor Responsibilities, K. Limitation of Liability, L. Appendix A, Section 9. Vendor Responsibilities, N. Required Insurance Coverage, is hereby restated in its entirety as follows:

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, its EMPLOYEES AND OFFICERS from any and all third-third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER ' FEES. THE DEFENSE AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Office of the Attorney General FOR SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCY CUSTOMERS AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSVENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (shall have no liability under this section if the alleged infringement is caused in whole or in the case of an injunction against Customer, shall), at Vendor’s sole option and expensepart by: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent for a purpose or superior in a manner for which the product or service so that Customerwas not designed, (ii) any modification made to the product without Vendor’s use is non-infringing or written approval, (iii) accept return of any modifications made to the Product freight collect and provide a reasonably depreciated refund for product by the Product.Vendor pursuant to Customer’s specific instructions,

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTSAGENTS AND REPRESENTATIVES (FOR PURPOSES OF THIS PROVISION, REPRESENTATIVES, “STATE”) from any and all third-third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER FEES. THE DEFENSE AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Office of the Attorney General SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. No such indemnification shall apply to claims arising solely from the State’s misuse or modification of Vendor’s services or deliverables; the State’s failure to use correction or enhancements made available by Vendor; the State’s use of such services or deliverables in combination with any product, materials or information not provided by Vendor; or information, material or specifications provided by or on behalf of the State. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productnon- infringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER ' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by Customer that is not in conformity with the terms of any applicable license agreement. bc) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productinfringing.

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, from any and all third-party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the CUSTOMER agree to furnish timely written notice to each other of any such claim. ▇▇▇▇▇▇ VENDOR AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Office of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.

Infringements. a) Vendor 3.3.13.1 Contractor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR and the CONTRACTOR AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. 3.3.13.1.1 As used in this subsection, understood to include the Owner and its employees, agents, representatives, contractors, assignees and designees. 3.3.13.2 Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Contractor pursuant to specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by Customer that is not in conformity with the terms of any applicable license agreement. b) 3.3.13.3 If Vendor Contractor becomes aware of an actual or potential claim, or Customer provides Vendor Contractor with timely notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: ; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productinfringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of Texas and CustomersTexas, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEES. THE DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDEANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Vendor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by TSLAC that is not in conformity with the terms of any applicable license agreement. bc) If Vendor becomes aware of an actual or potential claim, or Customer TSLAC provides the Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against CustomerTSLAC, shall), ) at Vendor’s sole option and expense: ; (i) procure for the Customer Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that CustomerTSLAC’s use is in non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Productinfringing.

Infringements. a(1) Vendor Contractor shall indemnify and hold harmless the State of Texas and CustomersTDI, AND/OR THEIR EMPLOYEESOFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR and the CUSTOMER agree to furnish timely written notice to each other of any such claimCONTRACTOR AND TDI AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER ' FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT, AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. (2) Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND any modification made to the product without Contractor’s written approval, (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated any modifications made to the product by the Office Contractor pursuant to TDI’s specific instructions, (iv) any intellectual property right owned by or licensed to TDI, or (v) any use of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSproduct or service by TDI that is not in conformity with the terms of any applicable license agreement. b(3) If Vendor Contractor becomes aware of an actual or potential claim, or Customer TDI provides Vendor Contractor with timely notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against CustomerTDI, shall), at VendorContractor’s sole option and expense: (i) procure for the Customer TDI the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.or

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims claims, which pertain to products and services offered under the Contract involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the CUSTOMER agree to furnish timely written notice to each other of any such claim. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE' FEES. The defense shall be coordinated by the VENDOR WITH THE Office of the Attorney General FOR WHEN TEXAS STATE AGENCY CUSTOMERS AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSVENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service provided under the Contract in combination with product or services not provided under the Contract, (ii) use of the product or service for a purpose or in a manner for which the product or services was not designed, (iii) any modification made to the product without Vendor’s written approval, (iv) any modifications made to the product by the Vendor pursuant to Customer’s specific instructions, (v) any technology having intellectual property right owned by or licensed to Customer by third party, or (vi) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement, including use of an older version of software when Vendor has informed Customer that use of a newer software release made available to Customer would have avoided the infringement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.,

Infringements. a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third-third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services marks in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the AND THE CUSTOMER agree to furnish timely written notice to each other of any such claimAGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE COSTS, DAMAGES, AND ATTORNEYS’ ' FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREED APPROVED BY VENDOR. THE DEFENSE AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Office of the Attorney General FOR SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCY CUSTOMERS AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND BY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERSVENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE ATTORNEY GENERAL. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with timely notice of an actual or potential claim, Vendor may (shall have no liability under this section if the alleged infringement is caused in whole or in the case of an injunction against Customer, shall), at Vendor’s sole option and expensepart by: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent for a purpose or superior in a manner for which the product or service so that Customerwas not designed, (ii) any modification DIR-SDD-2108 made to the product without Vendor’s use is non-infringing or written approval, (iii) accept return of any modifications made to the Product freight collect and provide a reasonably depreciated refund for product by the Product.Vendor pursuant to Customer’s specific instructions,