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<br />Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master
<br />Agreement for cause.
<br /> Records Administration and Audit.
<br /> The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master
<br />Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately
<br />reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating
<br />Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller
<br />General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and
<br />transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders
<br />placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.
<br />This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any
<br />order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required
<br />by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance
<br />hereunder.
<br /> Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the
<br />applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of
<br />the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s
<br />records.
<br /> The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement
<br />requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with
<br />those obligations.
<br /> Indemnification
<br /> General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General),
<br />and hold harmless an Indemnified Party from and against any third party claims or causes of action, including
<br />reasonable attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions;
<br />actions that give rise to strict liability; and actions arising from breach of contract or warranty.
<br />“Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing
<br />Entities, along with their officers and employees.
<br />The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of
<br />the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor
<br />may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.
<br /> Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall
<br />indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the
<br />Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on
<br />a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The
<br />Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and
<br />damages, including but not limited to, attorney fees.
<br /> If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the
<br />Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or
<br />license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or
<br />DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C
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