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<br /> MIAMI-DADS COUNTY.FLORIDA Contraof No. RFOO0008
<br /> secrets, patent rights, other intellectual property rights or any other third-party proprietary
<br /> rights in the performance of the Work.
<br /> h) The Contractor warrants that all Deliverables furnished hereunder, including but not
<br /> limited
<br /> to:• equipment, programs, documentation, software, analyses, applications,
<br /> methods, ways, processes, and the like, do not infringe upon or violate any copyrights, -
<br /> trademarics, service marks; trade secrets, patent rights, other intellectual property rights
<br /> or any other third party proprietary rights.
<br /> c) The Contractor shall be liable and responsible for arty and all claims made against the
<br /> County for infringement of patents, copyrights, service marts,trade secrets or any other
<br /> third party proprietary rights, by the use or supplying of any programs, documentation,
<br /> software, analyses, applications, methods, ways, processes, and the Like, in the course
<br /> of performance or completion of, or in any way connected with, the Work, or the
<br /> County's continued use of the Deliverables furnished hereunc er. Accordingly, the
<br /> Contractor at its own expense, including the payment of attorney's fees,shall indemnify,
<br /> and hold harmless the County and defend any action brought against the Cdurity with
<br /> respect to any claim,demand, cause of.action, debt, or liability.
<br /> d) in the event any Deliverable or anything provided to the County hereunder, or portion
<br /> thereof is held to constitute an infringement and its use is or may he enjoined, the
<br /> Contractor shall have the obligation to,at the County's option to(I)modify,or require that
<br /> the applicable subcontractor or supplier modify, the alleged infringing itern(s) at its own
<br /> expense,without impairing in any respect The functionality or performance of the item{s),
<br /> or(ii) procure for the County, at the Contractor's expense, the rights provided under this
<br /> Agreement to use the item(s).
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<br /> e) The Contractor shall be solely responsible for determining and informing the County
<br /> whether a prospective supplier or subcontractor ;s a party to any litigation involving
<br /> patent or copyright infringement, service mark, trademark, violation, or proprietary rights
<br /> claims or is subject to any injunction which may prohibit it from providing any Deliverable
<br /> 'hereunder. -ire Contractor shall enter into agreements with all st.-ppliers and
<br /> subcontractors at the Contractor's own risk. The County may reject any Deliverable that
<br /> if believes to be the subject of any such litigation or injunction, or if, in the C;ounty's
<br /> judgment, uao thereof would delay the Work or be unlawful.
<br /> ARTICLE 28, CONFIDENTIALITY
<br /> a) All Developed Works and other materials, data; transactions of ail forms, financial
<br /> information, documentation, inventions, designs arid methods obtained from the County
<br /> in connection with the Services performed under this Agreement; made or developed by
<br /> the Contractor or ifs subcontractors in the course of the performance of such Service;
<br /> or the results of such Services, or which the County holds the proprietary rights,
<br /> constitute Confidential Information and may not, without the prior written consent of the
<br /> County, be used by the Contractor or its employees, agents,subcontractors or suppliers
<br /> for any purpose other than for the benefit of the County, unless required by law. In
<br /> addition to the foregoing, all County employee information and County financial
<br /> information shall be consldered Confidential Information and shall be subject to all the
<br /> • requirements stated herein. Neither the Contractor nor its employees, agents,
<br /> subcontractors or suppliers may sell, transfer, publish, disclose, display, license or
<br /> Otherwise make available to others any part of such Confidential Information without the
<br /> prior written consent of the County. Additionally, the Contractor expressly agrees to be
<br /> bound by and to defend, indemnify and hold harmless the County, and their officers and
<br /> employees from the breach of any federal, state or local law in regard to the privacy of
<br /> Page 15.of 25
<br /> -Rev. 5/15114
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