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attach a written explanation for review by the Lead State.
<br />6.13. Indemnification
<br />6.13.1. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative
<br />Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State,
<br />Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as
<br />well as any person or entity for which they may be liable, from and against claims, damages or
<br />causes of action including reasonable attorneys' fees and related costs for any death, injury, or
<br />damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or
<br />Subcontractors or volunteers, at any tier, relating to the performance under this Master Agreement.
<br />6.13.2. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold
<br />harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO
<br />ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers,
<br />agents, and employees as well as any person or entity for which they may be liable ("Indemnified
<br />Party"), from and against claims, damages or causes of action including reasonable attorneys' fees
<br />and related costs arising out of the claim that the Product or its use, infringes Intellectual Property
<br />rights ("Intellectual Property Claim").
<br />6.13.3. The Contractor's obligations under this section shall not extend to any combination of the Product
<br />with any other Product, system or method, unless the Product, system or method is:
<br />a) Provided by the Contractor or the Contractor's subsidiaries or affiliates;
<br />b) Specified by the Contractor to work with the Product;
<br />c) Reasonably required, in order to use the Product in its intended manner, and the infringement
<br />could not have been avoided by substituting another reasonably available Product, system or
<br />method capable of performing the same function; or
<br />d) It would be reasonably expected to use the Product in combination with such Product, system
<br />or method.
<br />6.13.4. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of
<br />an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the
<br />Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it
<br />was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss
<br />to the Contractor. If the Contractor promptly and reasonably investigates and defends any
<br />Intellectual Property Claim, it shall have control over the defense and settlement of it. However,
<br />the Indemnified Party must consent in writing for any money damages or obligations for which it
<br />may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and
<br />expense, information and assistance necessary for such defense. If the Contractor fails to
<br />vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified
<br />Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and
<br />expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party
<br />in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is
<br />not subject to any limitations of liability in this Master Agreement or in any other document
<br />executed in conjunction with this Master Agreement.
<br />6.14. No Waiver of Sovereign Immunity
<br />6.14.1. In no event shall this Master Agreement, any Participating Addendum or any Contract or any
<br />Purchase Order issued thereunder, or any act of a Lead State, a Participating Entity, or a Purchasing
<br />Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental
<br />immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or
<br />otherwise, from any claim or from the jurisdiction of any court.
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