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7.1.F. - Page 5
<br /> 6. Relationship of Parties
<br /> Contractor agrees and understands that the work/services performed under this
<br /> Agreement are performed as an independent Contractor and not as an employee
<br /> of County and that neither Contractor nor its employees acquire any of the rights,
<br /> privileges, powers, or advantages of County employees.
<br /> 7. Hold Harmless
<br /> 7.1 General Hold Harmless. Contractor shall indemnify and save harmless
<br /> County and its officers, agents, employees, and servants from all claims, suits, or
<br /> actions of every name, kind, and description resulting from this Agreement, the
<br /> performance of any work or services required of Contractor under this
<br /> Agreement, or payments made pursuant to this Agreement brought for, or on
<br /> account of, any of the following: (A) injuries to or death of any person, including
<br /> Contractor or its employees/officers/agents; (B) damage to any property of any
<br /> kind whatsoever and to whomsoever belonging; (C) any sanctions, penalties, or
<br /> claims of damages resulting from Contractor's failure to comply, if applicable,
<br /> with the requirements set forth in the Health Insurance Portability and
<br /> Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated
<br /> thereunder, as amended; or (D) any other loss or cost, including but not limited to
<br /> that caused by the concurrent active or passive negligence of County and/or its
<br /> officers, agents, employees, or servants. However, Contractor's duty to
<br /> indemnify and save harmless under this Section shall not apply to injuries or
<br /> damage for which County has been found in a court of competent jurisdiction to
<br /> be solely liable by reason of its own negligence or willful misconduct.
<br /> The duty of Contractor to indemnify and save harmless as set forth by this
<br /> Section shall include the duty to defend as set forth in Section 2778 of the
<br /> California. Civil Code.
<br /> 7.2 Intellectual Property Indemnification.
<br /> Contractor hereby certifies that it owns, controls, or licenses and retains all right,
<br /> title, and interest in and to any intellectual property it uses in relation to this
<br /> Agreement, including the design, look, feel, features, source code, content, and
<br /> other technology relating to any part of the services it provides under this
<br /> Agreement and including all related patents, inventions, trademarks, and
<br /> copyrights, all applications therefor, and all trade names, service marks, know
<br /> how, and trade secrets ("IP Rights") except as otherwise noted by this
<br /> Agreement. Contractor warrants that the services it provides under this
<br /> Agreement do not infringe, violate, trespass, or constitute the unauthorized use or
<br /> misappropriation of any IP Rights of any third party. Contractor shall defend,
<br /> indemnify, and hold harmless County from and against all liabilities, costs,
<br /> damages, losses, and expenses (including reasonable attorney fees) arising out
<br /> of or related to any claim by a third party that the services provided under this
<br /> Agreement infringe or violate any third-party's IP Rights provided any such right is
<br /> enforceable in the United States. Contractor's duty to defend, indemnify, and hold
<br /> harmless under this Section applies only provided that: (a) County notifies
<br /> Contractor promptly in writing of any notice of any such third-party claim;(b)
<br /> REV:03-30-15 MW
<br /> Page 3 of 32
<br /> ATTY/AGR.2015.061/RWC2020 County BHRS ACID 2015-2017
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