Common use of INTELLECTUAL PROPERTY INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action brought against COUNTY. (2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. a) Subject to subsection (1c) CONTRACTOR shall indemnifyhereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, suits and actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., damagesmisuse of third-party confidential or trade secret information, lossesfailure to obtain necessary third-party consents, liabilities (waivers or actions releases, violation of the right of privacy or proceedings with respect to any thereof)publicity, whether false or not rightfulmisleading advertising, arising from any and all actions libel or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness inslander, or defending againstmisuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after the Exchange becomes aware of such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR PROVIDER shall indemnify, defend and hold harmless COUNTY MCWDB and the County of Monterey and its licensees and assignees, and its officers, contract administratorsdirectors, employees, agents, representatives, successors, and users of its products, ("Indemnities"“Indemnitees”) from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities indemnitees may be subject, whether or not CONTRACTOR PROVIDER is a party to any pending or threatened litigationlitigations, which arise out of or are related to; to (iif) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR PROVIDER pertaining to Intellectual Property; or or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTYMCWDB’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR PROVIDER or COUNTY MCWDB and which result directly or indirectly from this Agreementagreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreementagreement. COUNTY MCWDB reserves the right to participate in and/or control, at CONTRACTORPROVIDER’s expense, any such infringement action brought against COUNTYMCWDB. (2) Should any Intellectual Property licensed by the CONTRACTOR PROVIDER to COUNTY MCWDB under this Agreement agreement become the subject of an Intellectual Property infringement claim CONTRACTOR claim, PROVIDER will exercise its authority reasonably and in good faith to preserve COUNTYMCWDB’s right to use the licensed Intellectual Property in accordance with this Agreement agreement at no expense to COUNTYMCWDB. COUNTY MCWDB shall have the right to monitor and appear through its own counsel (at CONTRACTORPROVIDER’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR PROVIDER may obtain the right for COUNTY MCWDB to continue using the licensed intellectual Intellectual Property or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY MCWDB may be entitled to a refund of all monies paid under this Agreementagreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR PROVIDER agrees that damages alone would be inadequate to compensate COUNTY MCWDB and the County of Monterey for breach of any term of these Intellectual Property provisions of paragraphs thirtyparagraph twenty-three one (a) through thirty-four (i21) by CONTRACTORPROVIDER. CONTRACTOR PROVIDER acknowledges COUNTY MCWDB and the County of Monterey would suffer irreparable harm in the event of such breach and agrees COUNTY MCWDB and the County of Monterey shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1a) CONTRACTOR shall indemnifySubject to subsection (c) hereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, suits and actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., damagesmisuse of third-party confidential or trade secret information, lossesfailure to obtain necessary third- party consents, liabilities (waivers or actions releases, violation of the right of privacy or proceedings with respect publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this Section are subject to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costsContractor receiving prompt notice of the claim after the Exchange becomes aware of such claim, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. (b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. a) Subject to Subsection (1c) CONTRACTOR shall indemnifyhereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, suits and actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., damagesmisuse of third-party confidential or trade secret information, lossesfailure to obtain necessary third-party consents, liabilities (waivers or actions releases, violation of the right of privacy or proceedings with respect to any thereof)publicity, whether false or not rightfulmisleading advertising, arising from any and all actions libel or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness inslander, or defending againstmisuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this Section are subject to Contractor receiving prompt notice of the claim after the Exchange becomes aware of such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. a) Subject to Subsection (1c) CONTRACTOR shall indemnifyhereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage, or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costssuits, and attorney’s fees incurred actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in investigatingthe U.S., preparingmisuse of third-party confidential or trade secret information, serving as a witness infailure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or defending againstmisuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after the Exchange becomes aware of such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR a. Subrecipient shall indemnify, defend and hold harmless COUNTY City and its licensees and assignees, and its officersoffers, contract administratorsdirectors, employees, agents, representatives, successors, and users of its products, products ("Indemnities"“indemnities”) from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or of claims by any third party or expenses related thereto (including, including but not limited to, to all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, action or proceeding, proceeding commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR Subrecipient is a party to any pending or threatened litigation, which arise out of or are related to; to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR Subrecipient pertaining to Intellectual Propertyintellectual property; or or (ii) any Intellectual Property intellectual property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTYCity’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property intellectual property made, conceived, derived from, or reduced to practice by CONTRACTOR Subrecipient or COUNTY City and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY City reserves the right to participate in and/or control, at CONTRACTORSubrecipient’s expense, any such infringement action brought against COUNTYCity. (2) b. Should any Intellectual Property licensed intellectual property license by the CONTRACTOR Subrecipient to COUNTY City under this Agreement become the subject of an Intellectual Property intellectual property infringement claim CONTRACTOR claim, Subrecipient will exercise its authority reasonably and in good faith to preserve COUNTYCity’s right to use the licensed Intellectual Property intellectual property in accordance with this Agreement at no expense to COUNTYCity. COUNTY City shall have the right to monitor and appear through its own counsel (at CONTRACTORSubrecipient’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Subrecipient may obtain the right for COUNTY City to continue using the licensed license intellectual Property or, property or replace or modify the licensed Intellectual Property, intellectual property so that the replaced or modified Intellectual Property intellectual property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Propertyintellectual property. If such remedies are not reasonably available, COUNTY City may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of or any other rights and remedies available at law or in equity. (3) CONTRACTOR c. Subrecipient agrees that damages alone along would be inadequate to compensate COUNTY City for breach of any term of these Intellectual Property intellectual property provisions of paragraphs thirty-three (a) through thirty-four (i) this Section by CONTRACTORSubrecipient. CONTRACTOR Subrecipient acknowledges COUNTY City would suffer irreparable harm in the event of such breach and agrees COUNTY City shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation imitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual or A(iti)taancy hInmteellnecttuaAl Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action brought against COUNTY. (2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty-thirty three (a) through thirty-thirty- four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1a) CONTRACTOR shall indemnifySubject to subsection (c) hereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage, or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costssuits, and attorney’s fees incurred actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in investigatingthe U.S., preparingmisuse of third-party confidential or trade secret information, serving as a witness infailure to obtain necessary third- party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or defending againstmisuse of social media, by Contractor or any such claim action, or proceeding, commenced or threatened) Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to which any Contractor receiving prompt notice of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out claim after the Exchange becomes aware of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement such claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. (b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its licensees and assignees, and its officers, contract administratorsDIRECTORs, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action brought against COUNTY. (2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty-thirty three (a) through thirty-thirty- four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigationthreateAnetdtlaitigcahtimone, which nwthicBh arise out of or are related to; to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action brought against COUNTY. (2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty-thirty three (a) through thirty-thirty- four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other limAittattioancohf maneynottheBr rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigationthreateAnetdtliatigcahtimone, which nwthicBh arise out of or are related to; to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action brought against COUNTY. (2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty-thirty three (a) through thirty-thirty- four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other limAittattioancohf maneynottheBr rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. 21 (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its licensees and 22 assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or 24 actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all 25 actions or claims by any third party or expenses related thereto (including, but not limited to, all legal 26 expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or 1 defending against, any such claim action, or proceeding, commenced or threatened) to which any of the 2 Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened 3 litigation, which arise out of or are related to; to (i) the incorrectness or breach of any of the representations, 4 warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or or (ii) any 5 Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of 6 COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, 7 public and private performance/display, license, and disposition of the Intellectual Property made, 8 conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly 9 or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the 10 infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at 11 CONTRACTOR’s expense, any such infringement action brought against COUNTY. (2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim 17 or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such 21 remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this 22 Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. . 23 (3) CONTRACTOR agrees that damages alone would be inadequate to compensate 24 COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty-thirty three (a) 25 through thirty-four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer 26 irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable 1 relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction 2 or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1a) CONTRACTOR shall indemnifySubject to subsection (c) hereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, suits and actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S.; misuse of third-party confidential or trade secret information; failure to obtain necessary third- party consents, damageswaivers or releases; violation of the right of privacy or publicity; false or misleading advertising; libel or slander; or misuse of social media, losses, liabilities (by Contractor or actions or proceedings with respect any Contractor Intellectual Property. Contractor’s indemnification obligations under this Section are subject to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costsContractor receiving prompt notice of the claim after the Exchange becomes aware of such claim, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. (b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR i. SUBRECIPIENT shall indemnify, defend and hold harmless COUNTY and its licensees and assignees, and its officers, contract administratorsDIRECTOR, employees, agents, representatives, successors, and users of its products, ("IndemnitiesIndemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities Indemnitees may be subject, whether or not CONTRACTOR SUBRECIPIENT is a party to any pending or threatened litigation, which arise out of or are related to; (i) the a. The incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR SUBRECIPIENT pertaining to Intellectual Property; or, (ii) any b. Any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR SUBRECIPIENT or COUNTY and which result directly or indirectly from this AgreementCONTRACT. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this AgreementCONTRACT. COUNTY reserves the right to participate in and/or control, at CONTRACTORSUBRECIPIENT’s expense, any such infringement action brought against COUNTY. (2) ii. Should any Intellectual Property licensed by the CONTRACTOR SUBRECIPIENT to COUNTY under this Agreement CONTRACT become the subject of an Intellectual Property infringement claim CONTRACTOR SUBRECIPIENT will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use the licensed Intellectual Property in accordance with this Agreement CONTRACT at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTORSUBRECIPIENT’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR SUBRECIPIENT may obtain the right for COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this AgreementCONTRACT, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR iii. SUBRECIPIENT agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirtyParagraphs Twenty-three Five (a25)(A) through thirtyTwenty-four Five (i25)(I) by CONTRACTORSUBRECIPIENT. CONTRACTOR SUBRECIPIENT acknowledges COUNTY would suffer irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. ‌ a) Subject to Subsection (1c) CONTRACTOR shall indemnifyhereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage, or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costssuits, and attorney’s fees incurred actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in investigatingthe U.S., preparingmisuse of third-party confidential or trade secret information, serving as a witness infailure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or defending againstmisuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this Section are subject to Contractor receiving prompt notice of the claim after the Exchange becomes aware of such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1a) CONTRACTOR shall indemnifySubject to subsection (c) hereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, suits and actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S.; misuse of third-party confidential or trade secret information; failure to obtain necessary third-party consents, damageswaivers or releases; violation of the right of privacy or publicity; false or misleading advertising; libel or slander; or misuse of social media, losses, liabilities (by Contractor or actions or proceedings with respect any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costsContractor receiving prompt notice of the claim after the Exchange becomes aware of such claim, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. (b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange Covered California – Final HealthFinal SADP Plan Contract – May 6August 190, 2013 49 in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. 10 (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its 11 licensees and assignees, and its officers, contract administratorsdirectors, employees, agents, representatives, successors, 12 and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) 16 to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any 17 pending or threatened litigation, which arise out of or are related to; to (i) the incorrectness or breach of 18 any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to 19 Intellectual Property; or or (ii) any Intellectual Property infringement, or any other type of actual or 20 alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or 24 copyright registration that was issued after the effective date of this Agreement. COUNTY reserves 1 the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action 2 brought against COUNTY. 3 (2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any 7 such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for 8 COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed 9 Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing 10 provided that such replacement or modification is functionally equivalent to the original licensed 11 Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a 12 refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty-thirty three (a) through thirty-four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer 16 irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable 17 relief, including without limitation an injunction, from a court of competent jurisdiction, without 18 restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1a) CONTRACTOR shall indemnifySubject to subsection (c) hereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, suits and actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S.;, damagesmisuse of third-party confidential or trade secret information;, lossesfailure to obtain necessary third- party consents, liabilities (waivers or actions releases;, violation of the right of privacy or proceedings with respect publicity,; false or misleading advertising;, libel or slander;, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor¶sindemnification obligations under this Section are subject to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costsContractor receiving prompt notice of the claim after the Exchange becomes aware of such claim, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTY’s the Exchange¶s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s Exchange¶s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. (b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange¶s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange¶s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1a) CONTRACTOR shall indemnifyWestinghouse will, at its own cost and expense, defend (or at its option subject to Section 4(b), settle) and shall indemnify and hold Progress or any Qualified Entity harmless COUNTY and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against any and all claims, demands, costs, suits, actions, proceedings, fines and penalties (and interest thereon) brought against Progress or any Qualified Entity to the extent based solely on an allegation that the Facility Documentation or any of the Intellectual Property Rights therein, or any part thereof furnished hereunder, or the use thereof in a manner contemplated by this License Agreement, constitutes an infringement, violation, or arises from or involves the misappropriation of, any patent, trademark, copyright, trade secret or other property right or intellectual property right, or any other similar intellectual property protection, if Westinghouse is notified promptly in writing and given authority, information, and assistance for the defense of any such suit or proceeding. Westinghouse will indemnify and save Progress or any Qualified Entity harmless from all damages, liabilities, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto fees (including, but not limited towithout limitation, all legal expensesreasonable attorney fees), court costs, and attorney’s fees expenses incurred by Progress or any Qualified Entity in investigatingconnection with any such claim, preparingsuit, serving as a witness inaction or proceeding, or defending against, awarded in any such claim suit, action, or proceeding. Westinghouse will not be responsible for any settlement of such suit, commenced action, or threatened) to proceeding made without its prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld. If the use of the Facility Documentation or any of the Indemnities may be subjectIntellectual Property Rights therein or any part thereof furnished hereunder, whether as a result of any such suit, action, or not CONTRACTOR proceeding is a party held to constitute infringement or misappropriation and its use by Progress or any pending Qualified Entity is in any manner enjoined or threatened litigationrestrained, which arise out of or are related to; Westinghouse will, at its option and at its own cost and expense, either: (i) procure for Progress or any Qualified Entity the incorrectness right to continue using said Facility Documentation and the Intellectual Property Rights therein or breach part thereof, as contemplated under this License Agreement; (ii) replace same with substantially equivalent noninfringing Facility Documentation and the Intellectual Property Rights therein; or (iii) modify same so it becomes non-infringing while remaining substantially equivalent features and functionalities. (b) Neither Party shall compromise or settle any claim, action, suit or proceeding in which the other Party is named without the other Party’s prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld, unless such settlement provides for the payment of money only by the settling Party and provides for a full, complete and unconditional release of the other Party and, if appropriate, each Qualified Entity. (c) Westinghouse will have no indemnity duty or obligation hereunder to the extent that a claim of infringement relates to a specific item of Facility Documentation and (i) such specific item of the Facility Documentation furnished hereunder is supplied pursuant to a design or drawing prepared by Progress or any Qualified Entity, (ii) such specific item of Facility Documentation is modified by Progress or any Qualified Entity, or (iii) such specific item of the Facility Documentation is combined by Progress or any Qualified Entity with items not furnished hereunder or recommended, approved, or authorized in writing by Westinghouse. In the event such a suit or proceeding is brought against Westinghouse as a result of such Progress or Qualified Entity actions, Progress will indemnify and save Westinghouse harmless to the same extent as Westinghouse has agreed to indemnify and save Progress or any Qualified Entity harmless hereunder as provided in Section 4(a); provided that Progress will not be responsible for any settlement of any of such suit or proceeding made without Progress’ prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld. (d) Progress hereby agrees to defend (or at its option subject to Section 4(b), settle) and indemnify Westinghouse and its Subcontractors from and against any and all third party (“third party” not to include any Subcontractor, Westinghouse or other third party to whose Facility Documentation and Intellectual Property Rights therein Progress is granted a license and right under Section 2(a)) claims, demands, costs, suits, actions, proceedings, fines and penalties (and interest thereon) brought against Westinghouse or its Subcontractors to the representationsextent based solely on an allegation that (i) any Improvement as used by Progress or any Qualified Entity, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property use by Progress or any Qualified Entity of the Facility Documentation in a manner not contemplated by this License Agreement, results in an infringement, or claim of infringement, of any patent, trademark, copyright or other third party intellectual property right, or any other type of actual or alleged infringement claimsimilar intellectual property protection in the United States, arising out of COUNTY’s useif Progress is notified promptly in writing and given authority, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, licenseinformation, and disposition assistance for the defense of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action brought against COUNTYsuit or proceeding. (2e) Should any Intellectual Property licensed The Parties understand and agree that the Extraordinary Deposit Materials are provided by Westinghouse “AS IS” to Progress and that Westinghouse makes no representations or warranties, express or implied, as to the CONTRACTOR to COUNTY quality, accuracy or completeness of the Extraordinary Deposit Materials under this Agreement become License Agreement. Westinghouse has no liability or responsibility whatsoever with respect to the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use of, the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim or action. In the defense or settlement consequences of the claimuse of, CONTRACTOR may obtain results obtained by use of, or reliance upon the right for COUNTY to continue using the licensed intellectual Property orExtraordinary Deposit Materials. WESTINGHOUSE SPECIFICALLY DISCLAIMS AND ALL PARTIES AGREE THAT ALL WARRANTIES, replace or modify the licensed Intellectual PropertyINCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE AND MERCHANTABILITY, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equityTO THE WESTINGHOUSE EXTRAORDINARY DEPOSIT MATERIALS ARE HEREBY FULLY DISCLAIMED AS ALLOWED BY LAW. (3f) CONTRACTOR Progress hereby agrees to defend (or at its option subject to Section 4(b), settle) and indemnify Westinghouse and its Subcontractors from and against any and all third party claims, demands, costs, suits, actions, proceedings, fines and penalties (and interest thereon) brought against Westinghouse or its Subcontractors to the extent based on an allegation that damages alone would be inadequate to compensate COUNTY for breach use of the Extraordinary Deposit Materials, with or without modification, by Progress or any Qualified Entity, results in an infringement, or claim of infringement, of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm patent, trademark, copyright or other third party intellectual property right, or any other similar intellectual property protection in the event of such breach United States, if Progress is notified promptly in writing and agrees COUNTY shall be entitled to obtain equitable reliefgiven authority, including without limitation an injunctioninformation, from a court of competent jurisdiction, without restriction or limitation and assistance for the defense of any other rights and remedies available at law such suit or in equityproceeding. THIS IS AN EXCLUSIVE STATEMENT RELATING TO FACILITY DOCUMENTATION AND THE INTELLECTUAL PROPERTY RIGHTS THEREIN AND IMPROVEMENTS RIGHTS PURSUANT TO THIS LICENSE AGREEMENT AND ALL THE REMEDIES OF THE PARTIES RELATING THERETO.

INTELLECTUAL PROPERTY INDEMNITY. (1a) CONTRACTOR shall indemnifyindemnity, defend and hold harmless COUNTY Golden Sierra and its licensees and assignees, and its officers, contract administratorsdirectors, employees, agents, representatives, successors, and users of its products, ("“Indemnities"”) from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may my be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; to (i) the i)the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTYGolden Sierra’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, license and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY Golden Sierra and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this AgreementSub-grant. COUNTY Golden Sierra reserves the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action brought against COUNTYGolden Sierra. (2b) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY Golden Sierra under this Agreement become the subject of an Intellectual Property infringement claim claim, CONTRACTOR will exercise its authority reasonably reasonable and in good faith to preserve COUNTYGolden Sierra’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTYGolden Sierra. COUNTY Golden Sierra shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY Golden Sierra to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY Golden Sierra may be entitled to a refund of all monies paid under this Agreement, without restrictions or limitation of any other rights and remedies available at law or in equity. (c) CONTRACTOR agrees that damages alone would be inadequate to compensate Golden Sierra for breach of any term of this Intellectual Property provisions of paragraphs one through nine by CONTRACTOR. CONTRACTOR acknowledges Golden Sierra would suffer irreparable harm in the event of such breach and agrees Golden Sierra shall be entitled to obtain equitable relief, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s attorney‟s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s COUNTY‟s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR’s CONTRACTOR‟s expense, any such infringement action brought against COUNTY. (2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s COUNTY‟s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s CONTRACTOR‟s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirtytwenty-three seven (a) through thirtytwenty-four seven (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm in the event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR i. Subrecipient shall indemnify, defend and hold harmless COUNTY SDWP and its licensees and assignees, and its officers, contract administratorsdirectors, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s 's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR Subrecipient is a party to any pending or threatened litigation, which arise out of or are related to; to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR Subrecipient pertaining to Intellectual Property; or or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s SDWP's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR Subrecipient or COUNTY SDWP and which result directly or indirectly from this Agreementagreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark trademark, or copyright registration that was issued after the effective date of this Agreementagreement. COUNTY SDWP reserves the right to participate in and/or control, at CONTRACTOR’s Subrecipient's expense, any such infringement action brought against COUNTYSDWP. (2) ii. Should any Intellectual Property licensed by the CONTRACTOR Subrecipient to COUNTY SDWP under this Agreement agreement become the subject of an Intellectual Property infringement claim CONTRACTOR claim, Subrecipient will exercise its authority reasonably and in good faith to preserve COUNTY’s SDWP's right to use the licensed Intellectual Property in accordance with this Agreement agreement at no expense to COUNTYSDWP. COUNTY SDWP shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s Subrecipient's expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR may obtain Subrecipient must obtain, or reasonably attempt to retain, the right for COUNTY SDWP to continue using the licensed intellectual Intellectual Property or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY SDWP may be entitled to a refund of all monies paid under this Agreementagreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR iii. Subrecipient agrees that damages alone would be inadequate to compensate COUNTY SDWP for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (paragraph seventeen a) through thirty-four (iseventeen j) by CONTRACTORSubrecipient. CONTRACTOR Subrecipient acknowledges COUNTY SDWP would suffer irreparable harm in the event of such breach and agrees COUNTY SDWP shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. a) Subject to subsection (1c) CONTRACTOR shall indemnifyhereof, defend Contractor agrees to indemnify and hold the Exchange harmless COUNTY from any expense, loss, damage or injury; to defend at its own expense any and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, suits and actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S.;, damagesmisuse of third-party confidential or trade secret information;, lossesfailure to obtain necessary third-party consents, liabilities (waivers or actions releases;, violation of the right of privacy or proceedings with respect to any thereof)publicity;, whether false or not rightful, arising from any and all actions misleading advertising,; libel or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness inslander;, or defending againstmisuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after the Exchange becomes aware of such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which arise out of or are related to; (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves being given the right to participate in and/or control, at CONTRACTOR’s expense, any control the defense of such infringement action brought against COUNTY. (2) claim. Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY the Exchange under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will exercise its authority promptly take steps reasonably and in good faith to preserve COUNTYthe Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to COUNTYthe Exchange, except as otherwise stated in this Agreement. COUNTY The Exchange shall have the right to monitor and appear through its own counsel (at CONTRACTORExchange’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY the Exchange to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled as its sole remedy. b) Notwithstanding anything to a refund of all monies paid under the contrary in this Agreement, without restriction any such indemnification obligation of Contractor shall not extend to any infringement or limitation alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in combination with any other rights and remedies available at law service or product not supplied, recommended or approved by Contractor, or used by the Exchange in equitya manner for which it was not authorized; or (iv) Intellectual Property created or derived by the Exchange. (3c) CONTRACTOR Contractor agrees that damages alone would be inadequate to compensate COUNTY the Exchange for breach of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) this Article by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY the Exchange would suffer irreparable harm in the event of such breach and agrees COUNTY the Exchange shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

INTELLECTUAL PROPERTY INDEMNITY. (1a) CONTRACTOR shall indemnifyStone & ▇▇▇▇▇▇▇ will, at its own cost and expense, defend (or at its option subject to Section 4(b), settle) and shall indemnify and hold Progress or any Qualified Entity harmless COUNTY and its licensees and assignees, and its officers, contract administrators, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against any and all claims, demands, costs, suits, actions, proceedings, fines and penalties (and interest thereon) brought against Progress or any Qualified Entity to the extent based solely on an allegation that the Facility Documentation or any of the Intellectual Property Rights therein, or any part thereof furnished hereunder, or the use thereof in a manner contemplated by this License Agreement, constitutes an infringement, violation, or arises from or involves the misappropriation of, any patent, trademark, copyright, trade secret or other property right or intellectual property right, or any other similar intellectual property protection, if Stone & ▇▇▇▇▇▇▇ is notified promptly in writing and given authority, information, and assistance for the defense of any such suit or proceeding. Stone & ▇▇▇▇▇▇▇ will indemnify and save the Progress or any Qualified Entity harmless from all damages, liabilities, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto fees (including, but not limited towithout limitation, all legal expensesreasonable attorney fees), court costs, and attorney’s fees expenses incurred by Progress or any Qualified Entity in investigatingconnection with any such claim, preparingsuit, serving as a witness inaction or proceeding, or defending against, awarded in any such claim suit, action, or proceeding. Stone & ▇▇▇▇▇▇▇ will not be responsible for any settlement of such suit, commenced action, or threatened) to proceeding made without its prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld. If the use of the Facility Documentation or any of the Indemnities may be subjectIntellectual Property Rights therein or any part thereof furnished hereunder, whether as a result of any such suit, action, or not CONTRACTOR proceeding is a party held to constitute infringement or misappropriation and its use by the Progress or any pending Qualified Entity is in any manner enjoined or threatened litigationrestrained, which arise out of or are related to; Stone & ▇▇▇▇▇▇▇ will, at its option and at its own cost and expense, either: (i) procure for the incorrectness Progress or breach any Qualified Entity the right to continue using said Facility Documentation and the Intellectual Property Rights therein or part thereof, as contemplated under this License Agreement; (ii) replace same with substantially equivalent noninfringing Facility Documentation and the Intellectual Property Rights therein; or (iii) modify same so it becomes non-infringing while remaining substantially equivalent features and functionalities. (b) Neither Party shall compromise or settle any claim, action, suit or proceeding in which the other Party is named without the other Party’s prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld, unless such settlement provides for the payment of money only by the settling Party and provides for a full, complete and unconditional release of the other Party and, if appropriate, each Qualified Entity. (c) Stone & ▇▇▇▇▇▇▇ will have no indemnity duty or obligation hereunder to the extent that a claim of infringement relates to a specific item of Facility Documentation and (i) such specific item of the Facility Documentation furnished hereunder is supplied pursuant to a design or drawing prepared by Progress or any Qualified Entity, (ii) such specific item of Facility Documentation is modified by Progress or any Qualified Entity, or (iii) such specific item of the Facility Documentation is combined by Progress or any Qualified Entity with items not furnished hereunder or recommended, approved, or authorized in writing by Stone & ▇▇▇▇▇▇▇ . In the event such a suit or proceeding is brought against Stone & ▇▇▇▇▇▇▇ as a result of such Progress or Qualified Entity actions, Progress will indemnify and save Stone & ▇▇▇▇▇▇▇ harmless to the same extent as Stone & ▇▇▇▇▇▇▇ has agreed to indemnify and save Progress or any Qualified Entity harmless hereunder as provided in Section 4(a); provided that Progress will not be responsible for any settlement of any of such suit or proceeding made without Progress’ prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld. (d) Progress hereby agrees to defend (or at its option subject to Section 4(b), settle) and indemnify Stone & ▇▇▇▇▇▇▇ and its Subcontractors from and against any and all third party (“third party” not to include any Subcontractor, Stone & ▇▇▇▇▇▇▇ or other third party to whose Facility Documentation and Intellectual Property Rights therein Progress is granted a license and right under Section 2(a)) claims, demands, costs, suits, actions, proceedings, fines and penalties (and interest thereon) brought against Stone & ▇▇▇▇▇▇▇ or its Subcontractors to the representationsextent based solely on an allegation that (i) any Improvement as used by Progress or any Qualified Entity, warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual Property use by Progress or any Qualified Entity of the Facility Documentation in a manner not contemplated by this License Agreement, results in an infringement, or claim of infringement, of any patent, trademark, copyright or other third party intellectual property right, or any other type of actual or alleged infringement claimsimilar intellectual property protection in the United States, arising out of COUNTY’s useif Progress is notified promptly in writing and given authority, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, licenseinformation, and disposition assistance for the defense of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR’s expense, any such infringement action brought against COUNTYsuit or proceeding. (2e) Should any Intellectual Property licensed The Parties understand and agree that the Extraordinary Deposit Materials are provided by Stone & ▇▇▇▇▇▇▇ “AS IS” to Progress and that Stone & ▇▇▇▇▇▇▇ makes no representations or warranties, express or implied, as to the CONTRACTOR to COUNTY quality, accuracy or completeness of the Extraordinary Deposit Materials under this Agreement become License Agreement. Stone & ▇▇▇▇▇▇▇ has no liability or responsibility whatsoever with respect to the subject of an Intellectual Property infringement claim CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY’s right to use of, the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at CONTRACTOR’s expense) in any such claim or action. In the defense or settlement consequences of the claimuse of, CONTRACTOR may obtain results obtained by use of, or reliance upon the right for COUNTY to continue using the licensed intellectual Property orExtraordinary Deposit Materials. STONE & ▇▇▇▇▇▇▇ SPECIFICALLY DISCLAIMS AND ALL PARTIES AGREE THAT ALL WARRANTIES, replace or modify the licensed Intellectual PropertyINCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE AND MERCHANTABILITY, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equityTO THE STONE & ▇▇▇▇▇▇▇ EXTRAORDINARY DEPOSIT MATERIALS ARE HEREBY FULLY DISCLAIMED AS ALLOWED BY LAW. (3f) CONTRACTOR Progress hereby agrees to defend (or at its option subject to Section 4(b), settle) and indemnify Stone & ▇▇▇▇▇▇▇ and its Subcontractors from and against any and all third party claims, demands, costs, suits, actions, proceedings, fines and penalties (and interest thereon) brought against Stone & ▇▇▇▇▇▇▇ or its Subcontractors to the extent based on an allegation that damages alone would be inadequate to compensate COUNTY for breach use of the Extraordinary Deposit Materials, with or without modification, by Progress or any Qualified Entity, results in an infringement, or claim of infringement, of any term of these Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm patent, trademark, copyright or other third party intellectual property right, or any other similar intellectual property protection in the event of such breach United States, if Progress is notified promptly in writing and agrees COUNTY shall be entitled to obtain equitable reliefgiven authority, including without limitation an injunctioninformation, from a court of competent jurisdiction, without restriction or limitation and assistance for the defense of any other rights and remedies available at law such suit or in equityproceeding. THIS IS AN EXCLUSIVE STATEMENT RELATING TO FACILITY DOCUMENTATION AND THE INTELLECTUAL PROPERTY RIGHTS THEREIN AND IMPROVEMENTS RIGHTS PURSUANT TO THIS LICENSE AGREEMENT AND ALL THE REMEDIES OF THE PARTIES RELATING THERETO.

INTELLECTUAL PROPERTY INDEMNITY. (1) CONTRACTOR Contractor shall indemnify, defend and hold harmless COUNTY CDPH and its licensees and assignees, and its officers, contract administratorsdirectors, employees, agents, representatives, successors, and users of its products, ("Indemnities"“Indemnitees”) from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim claim, action, or proceeding, commenced or threatened) to which any of the Indemnities Indemnitees may be subject, whether or not CONTRACTOR Contractor is a party to any pending or threatened litigation, which arise out of or are related to; to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of CONTRACTOR Contractor pertaining to Intellectual Property; or or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTYCDPH’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by CONTRACTOR Contractor or COUNTY CDPH and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement. COUNTY CDPH reserves the right to participate in and/or control, at CONTRACTORContractor’s expense, any such infringement action brought against COUNTYCDPH. (2) Should any Intellectual Property licensed by the CONTRACTOR Contractor to COUNTY CDPH under this Agreement become the subject of an Intellectual Property infringement claim CONTRACTOR claim, Contractor will exercise its authority reasonably and in good faith to preserve COUNTYCDPH’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to COUNTYCDPH. COUNTY CDPH shall have the right to monitor and appear through its own counsel (at CONTRACTORContractor’s expense) in any such claim or action. In the defense or settlement of the claim, CONTRACTOR Contractor may obtain the right for COUNTY CDPH to continue using the licensed intellectual Property Intellectual Property; or, replace or modify the licensed Intellectual Property, Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, COUNTY may CDPH shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3) CONTRACTOR Contractor agrees that damages alone would may be inadequate to compensate COUNTY CDPH for breach of any term of these this Intellectual Property provisions of paragraphs thirty-three (a) through thirty-four (i) Exhibit by CONTRACTORContractor. CONTRACTOR Contractor acknowledges COUNTY would CDPH could suffer irreparable harm in the event of such breach and agrees COUNTY CDPH shall be entitled to obtain seek equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.