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17
City of Pleasanton
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CITY CLERK
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2014
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041514
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8/19/2015 3:30:23 PM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
4/15/2014
DESTRUCT DATE
15Y
DOCUMENT NO
17
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Master Contract No.900973,Procurement Contract No.7485 <br /> 32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this <br /> Agreement to be illegal, unenforceable, or invalid in whole or in part for any <br /> reason, the validity and enforceability of the remaining provisions, or portions of <br /> them, will not be affected, unless an essential purpose of this Agreement would be <br /> defeated by the loss of the illegal, unenforceable, or invalid provision. <br /> 33. PATENT AND PYRIGHT INDEMNITY:MNITY. Contractor represents that it knows <br /> of no allegations, claims, or threatened claims that the materials, services, <br /> hardware or software ("Contractor Products") provided to County under this <br /> Agreement infringe any patent, copyright or other proprietary right. Contractor <br /> shall defend, indemnify and hold harmless County of, from and against all losses, <br /> claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") <br /> arising out of or in connection with an assertion that any Contractor Products or <br /> the use thereof, infringe any patent, copyright or other proprietary right of any <br /> third party. County will: (1) notify Contractor promptly of such claim, suit or <br /> assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, <br /> (3) provide, on a reasonable basis, information to enable Contractor to do so. <br /> Contractor shall not agree without County's prior written consent, to any <br /> settlement, which would require County to pay money or perform some <br /> affirmative act in order to continue using the Contractor Products. <br /> a. If Contractor is obligated to defend County pursuant to this Section 33 and <br /> fails to do so after reasonable notice from County, County may defend <br /> itself and/or settle such proceeding, and Contractor shall pay to County any <br /> and all losses, damages and expenses (including attorney's fees and costs) <br /> incurred in relationship with County's defense and/or settlement of such <br /> proceeding. <br /> b. In the case of any such claim of infringement, Contractor shall either, at its <br /> option, (1) procure for County the right to continue using the Contractor <br /> Products; or (2) replace or modify the Contractor Products so that that they <br /> become non-infringing, but equivalent in functionality and performance. <br /> c. Notwithstanding this Section 33, County retains the right and ability to <br /> defend itself, at its own expense, against any claims that Contractor <br /> Products infringe any patent, copyright, or other intellectual property right. <br /> 34. OTHER AGENCIES: Other tax supported agencies within the State of California <br /> who have not contracted for their own requirements may desire to participate in <br /> this contract. The Contractor is requested to service these agencies and will be <br /> given the opportunity to accept or reject the additional requirements. If the <br /> Contractor elects to supply other agencies, orders will be placed directly by the <br /> agency and payments made directly by the agency. <br /> Page 14 of 15 <br /> • <br />
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