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telephone and/or facsimile/e-mail of such change. Upon receipt of such notice, the <br />Contractor will issue via telephone and/or facsimile/e-mail to the State within 24 hours, a <br />temporary encryption ID authorization code for use on the newly designated CPU until <br />such time as permanent code is assigned. <br />43.PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY: <br />a) Contractor will indemnify, defend, and save harmless the State, its officers, agents, and <br />employees, from any and all third party claims, costs (including without limitation <br />reasonable attorneys’ fees), and losses for infringement or violation of any U.S. <br />DGS PD 401IT (REVISED AND EFFECTIVE 9/5/14) <br />GENERAL PROVISIONS – INFORMATION TECHNOLOGY <br />Page 20 of 28 <br />Intellectual Property Right by any product or service provided hereunder. With respect to <br />claims arising from computer Hardware or Software manufactured by a third party and <br />sold by Contractor as a reseller, Contractor will pass through to the State such indemnity <br />rights as it receives from such third party (“Third Party Obligation”) and will cooperate in <br />enforcing them; provided that if the third party manufacturer fails to honor the Third Party <br />Obligation, Contractor will provide the State with indemnity protection equal to that called <br />for by the Third Party Obligation, but in no event greater than that called for in the first <br />sentence of this Section ). The provisions of the preceding sentence apply only to third <br />party computer Hardware or Software sold as a distinct unit and accepted by the State. <br />Unless a Third Party Obligation provides otherwise, the defense and payment obligations <br />set forth in this Section will be conditional upon the following: <br />i. The State will notify the Contractor of any such claim in writing and tender the <br />defense thereof within a reasonable time; and <br />ii. The Contractor will have sole control of the defense of any action on such claim <br />and all negotiations for its settlement or compromise; provided that (a) when <br />substantial principles of government or public law are involved, when litigation <br />might create precedent affecting future State operations or liability, or when <br />involvement of the State is otherwise mandated by law, the State may participate <br />DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575