Common use of Software Assurance Clause in Contracts

Software Assurance. Contractor represents and warrants that its software and any related systems and/or services related to its software (collectively, the “Software”) furnished by Contractor to County will not infringe upon or violate any patent, copyright, trademark, trade secret, or any other proprietary right of any third party. As long as County is not in violation of Section 2 of Exhibit B, Contractor will, at its expense, defend any suit brought against County and will indemnify County against an award of damages and costs (including reasonable attorney’s fees, court costs and costs of appeal), made against County by settlement or final judgment of a court that is based on a claim that the use of the Contractor’s Software infringes an intellectual property right ofa thirdparty. Such defense andindemnity shall survive termination or expiration of the Agreement and the Contractor’s liability for the above is not limited by any limitation of liability clauses that may appear in any document executed by the Parties.