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5. Availabilitv of Funds
<br /> County may terminate this Agreement or a portion of the services referenced in the
<br /> Attachments and Exhibits based upon unavailability of Federal, State, or County funds
<br /> by providing written notice to Contractor as soon as is reasonably possible after
<br /> County learns of said unavailability of outside funding.
<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 of
<br /> 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 County
<br /> and its officers, agents, employees, and servants from all claims, suits, or actions of
<br /> every name, kind, and description resulting from this Agreement, the performance of
<br /> any work or services required of Contractor under this Agreement, or payments made
<br /> pursuant to this Agreement brought for, or on account of, any of the following:
<br /> (A) injuries to or death of any person, including Contractor or its
<br /> employees/officers/agents; (B) damage to any property of any kind whatsoever and to
<br /> whomsoever belonging; (C) any sanctions, penalties, or claims of damages resulting
<br /> from Contractor's failure to comply, if applicable, with the requirements set forth in the
<br /> Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal
<br /> regulations promulgated thereunder, as amended; or (D) any other loss or cost,
<br /> including but not limited to that caused by the concurrent active or passive negligence
<br /> of County and/or its officers, agents, employees, or servants. However, Contractor's
<br /> duty to 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 be
<br /> 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 Section
<br /> shall include the duty to defend as set forth in Section 2778 of the California Civil Code.
<br /> 7.2 Intellectual Property Indemnification.
<br /> Contractor hereby certifies that it owns, controls, or licenses and retains all right, title,
<br /> and interest in and to any intellectual property it uses in relation to this Agreement,
<br /> including the design, look, feel, features, source code, content, and other technology
<br /> relating to any part of the services it provides under this Agreement and including all
<br /> related patents, inventions, trademarks, and copyrights, all applications therefor, and
<br /> all trade names, service marks, know how, and trade secrets ("IP Rights") except as
<br /> otherwise noted by this Agreement. Contractor warrants that the services it provides
<br /> under this Agreement do not infringe, violate, trespass, or constitute the unauthorized
<br /> use or misappropriation of any IP Rights of any third party. Contractor shall defend,
<br /> indemnify, and hold harmless County from and against all liabilities, costs, damages,
<br /> losses, and expenses (including reasonable attorney fees) arising out of or related to
<br /> ATTY/AGR/2013.241/RC 2020-SM COUNTY
<br /> REV:12-06-13 MLG
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