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Community Partners
<br /> 22-10907
<br />Exhibit D
<br />Special Terms and Conditions
<br />
<br />Page 6 of 9
<br />h. It has no knowledge of any outstanding claims, licenses or other charges, liens, or
<br />encumbrances of any kind or nature whatsoever that could affect in any way
<br />Contractor’s performance of this Agreement.
<br />2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING
<br />FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK,
<br />COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.
<br />G. Intellectual Property Indemnity
<br />1) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and
<br />assignees, and its officers, directors, employees, agents, representatives, successors, and
<br />users of its products, (“Indemnitees”) from and against all claims, actions, damages,
<br />losses, liabilities (or actions or proceedings with respect to any thereof), whether or not
<br />rightful, arising from any and all actions or claims by any third party or expenses related
<br />thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees
<br />incurred in investigating, preparing, serving as a witness in, or defending against, any such
<br />claim, action, or proceeding, commenced or threatened) to which any of the Indemnitees
<br />may be subject, whether or not Contractor is a party to any pending or threatened litigation,
<br />which arise out of or are related to (i) the incorrectness or breach of any of the
<br />representations, warranties, covenants or agreements of Contractor pertaining to
<br />Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of
<br />actual or alleged infringement claim, arising out of CDPH’s use, reproduction, manufacture,
<br />sale, offer to sell, distribution, import, export, modification, public and private
<br />performance/display, license, and disposition of the Intellectual Property made, conceived,
<br />derived from, or reduced to practice by Contractor or CDPH and which result directly or
<br />indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether
<br />the infringement claim is based on a patent, trademark or copyright registration that issued
<br />after the effective date of this Agreement. CDPH reserves the right to participate in and/or
<br />control, at Contractor’s expense, any such infringement action brought against CDPH.
<br />2) Should any Intellectual Property licensed by the Contractor to CDPH under this Agreement
<br />become the subject of an Intellectual Property infringement claim, Contractor will exercise
<br />its authority reasonably and in good faith to preserve CDPH’s right to use the licensed
<br />Intellectual Property in accordance with this Agreement at no expense to CDPH. CDPH
<br />shall have the right to monitor and appear through its own counsel (at Contractor’s
<br />expense) in any such claim or action. In the defense or settlement of the claim, Contractor
<br />may obtain the right for CDPH to continue using the licensed Intellectual Property; or,
<br />replace or modify the licensed Intellectual Property so that the replaced or modified
<br />Intellectual Property becomes non-infringing provided that such replacement or
<br />modification is functionally equivalent to the original licensed Intellectual Property. If such
<br />remedies are not reasonably available, CDPH shall be entitled to a refund of all monies
<br />paid under this Agreement, without restriction or limitation of any other rights and remedies
<br />available at law or in equity.
<br />3) Contractor agrees that damages alone would be inadequate to compensate CDPH for
<br />breach of any term of this Intellectual Property Exhibit by Contractor. Contractor
<br />REV: 08-02-2023 RL
<br />ATTY/AGR.2023.197/Community Partners (Redwood City-North Fair Oaks ACH) (Page 29 of 34)
<br />DocuSign Envelope ID: EAA949E2-B24E-4424-8337-F0C148CD40C8
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