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DocuSign Envelope ID: 601932A9-29F4-4C23-80F1-CEA4FACB795C
<br />v.4.10
<br />COLORADO
<br />Financtal5ervices
<br />Li'pdmRenl Of Hl,.. i. i'�,r
<br />Dlv SM of CCnU.Lts and Procurement
<br />U. Indemnification
<br />i. Applicability
<br />This entire § 18.0 does not apply to Contractor if Contractor is a "public entity" within
<br />the meaning of the GIA.
<br />ii. General Indemnification
<br />Contractor shall indemnify, save, and hold harmless the State, its employees, agents and
<br />assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages,
<br />liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred
<br />by any of the Indemnified Parties in relation to any act or omission by Contractor, or its
<br />employees, agents, Subcontractors, or assignees in connection with this Contract.
<br />iii. Confidential Information Indemnification
<br />Disclosure or use of State Confidential Information by Contractor in violation of §8 may
<br />be cause for legal action by third parties against Contractor, the State, or their respective agents.
<br />Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all
<br />claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs) incurred
<br />by the State in relation to any act or omission by Contractor, or its employees, agents, assigns, or
<br />Subcontractors in violation of § 8.
<br />iv. Intellectual Property Indemnification
<br />Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any
<br />and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees
<br />and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable,
<br />Good or Service, software, or Work Product provided by Contractor under this Contract
<br />(collectively, "IP Deliverables"), or the use thereof, infringes a patent, copyright, trademark,
<br />trade secret, or any other intellectual property right. Contractor's obligations hereunder shall not
<br />extend to the combination of any IP Deliverables provided by Contractor with any other product,
<br />system, or method, unless the other product, system, or method is (a) provided by Contractor or
<br />Contractor's subsidiaries or affiliates; (b) specified by Contractor to work with the IP
<br />Deliverables; (c) reasonably required in order to use the IP Deliverables in its intended manner
<br />and the infringement could not have been avoided by substituting another reasonably available
<br />product, system, or method capable of performing the same function; or (d) is reasonably
<br />expected to be used in combination with the IP Deliverables.
<br />Page 29 of 41
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