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<br />3.32 Indemnification: The Contractor shall be fully liable for the actions of its agents.
<br />employees, partners, or subcontractors and shall fully indemnify, defend, and hold hannless the
<br />State and Customers, and their officers, agents, and employees, from suits, actions, damages, and
<br />costs of every name and description, including attorneys' fees, arising from or relating to
<br />personal injury and damage to real or personal tangible property alleged to be caused in whole or
<br />in part by Contractor, its agents, employees. partners, or subcontractors; provided, however, that
<br />the Contractor shall not indemnify for that portion of any loss or damages proximately caused by
<br />the negligent act or omission of the State or a Customer. Further, the Contractor shall fully
<br />indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages,
<br />and costs of every name and description, including attorneys' fees, arising from or relating to
<br />violation or infringement of a trademark, copyright, patent, trade secret or intellectual property
<br />right, provided that the State or Customer shall give the Contractor (1) written notice of any
<br />action or threatened action, (2) the opportunity to take over and settle or defend any such action
<br />at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole
<br />expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or
<br />made by the State or Customer in an infringement action without the Contractor's prior written
<br />consent, which shall not be unreasonably withheld. If any product is the subject of an
<br />infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the
<br />Contractor may at its sole expense procure for the Customer the right to continue using the
<br />product or to modify it to become non-infringing. If the Contractor is not reasonably able to
<br />modify or otherwise secure the Customer the right to continue using the product, the Contractor
<br />shall remove the product and refund the Customer the amounts paid in excess of a reasonable
<br />rental for past use. The Customer shall not be liable for any royalties. Except as specified in the
<br />foregoing portions of this section, for all other claims against the Contractor under any individual
<br />purchase order, and regardless of the basis on which the claim is made, the Contractor's liability
<br />under a purchase order for direct damages shall be the greater of $1 00,000, the dollar amount of
<br />the purchase order, or two times the charges rendered by the Contractor under the purchase
<br />order. Unless otherwise specifically enumerated in the Contract or in the purchase order, no
<br />party shall be liable to another for special, indirect, or consequential damages, including lost data
<br />or records (unless the purchase order requires the Contractor to back-up data or records), even if
<br />the party has been advised that such damages are possible. No party shall be liable for lost
<br />profits, lost revenue, or lost institutional operating savings. The State and Customer may, in
<br />addition to other remedies available to them at law or equity and upon notice to the Contractor,
<br />retain such monies from amounts due Contractor as may be essary to satisfy any claim for
<br />damages, penalties, costs and the like asserted by or against them. The State may set off any
<br />liability or other obligation of the Contractor or its affiliates to the State against any payments
<br />due the Contractor under any contract with the State.
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<br />3.33 Performance Bond: Customers may require the Contractor to furnish without additional
<br />cost a performance bond or negotiable irrevocable letter of credit or other form of security for the
<br />faithful perfOlmance of work under the Contract. Such requirement shall be set f0l1h in the
<br />purchase order.
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<br />3.34 Susoension of Work: The Department may in its sole discretion suspend any or all
<br />activities under the Contract, at any time, when in the best interests of the State to do so, The
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