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4.19 Indemnification
<br /> The Contractor shall be fully liable for the actions of its agents, employees, partners, or
<br /> subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and
<br /> their officers, agents, and employees, from suits, actions, damages, and costs of every name and
<br /> description, including attorneys' fees, arising from or relating to personal injury and damage to real or
<br /> personal tangible property alleged to be caused in whole or in part by Contractor, its agents,
<br /> employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for
<br /> that portion of any loss or damages proximately caused by the negligent act or omission of the State
<br /> or a Customer.
<br /> Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers
<br /> from any suits, actions, damages, and costs of every name and description, including attorneys' fees,
<br /> arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or
<br /> intellectual property right, provided, however, that the foregoing obligation shall not apply to a
<br /> Customer's misuse or modification of Contractor's products or a Customer's operation or use of
<br /> Contractor's products in a manner not contemplated by the Contract or the purchase order. If any
<br /> product is the subject of an infringement suit, or in the Contractor's opinion is likely to become the
<br /> subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to
<br /> continue using the product or to modify it to become non-infringing. If the Contractor is not reasonably
<br /> able to modify or otherwise secure the Customer the right to continue using the product, the
<br /> Contractor shall remove the product and refund the Customer the amounts paid in excess of a
<br /> reasonable rental for past use. The customer shall not be liable for any royalties.
<br /> The Contractor's obligations under the preceding two paragraphs with respect to any legal action are
<br /> contingent upon the State or Customer giving the Contractor (1) written notice of any action or
<br /> threatened action, (2) the opportunity to take over and settle or defend any such action at
<br /> Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense.
<br /> The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the
<br /> State or Customer in any legal action without the Contractor's prior written consent, which shall not be
<br /> unreasonably withheld.
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<br /> 4.20 Limitation of Liability
<br /> For all claims against the Contractor under any contract or purchase order, and regardless of the
<br /> basis on which the claim is made, the Contractor's liability under a contract or purchase order for
<br /> direct damages shall be limited to the greater of $100,000, the dollar amount of the contract or
<br /> purchase order, or two times the charges rendered by the Contractor under the purchase order. This
<br /> limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement.
<br /> Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be
<br /> liable to another for special, indirect, punitive, or consequential damages, including lost data or
<br /> records (unless the contract or purchase order requires the Contractor to back-up data or records),
<br /> even if 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 addition
<br /> to other remedies available to them at law or equity and upon notice to the Contractor, retain such
<br /> monies from amounts due Contractor as may be necessary to satisfy any claim for damages,
<br /> penalties, costs and the like asserted by or against them. The State may set off any liability or other
<br /> . obligation of the Contractor or its affiliates to the State against any payments due the Contractor
<br /> under any contract with the State.
<br /> 4.21 Suspension of Work
<br /> The Customer may in its sole discretion suspend any or all activities under the Contract or purchase
<br /> • order, at any time, when in the best interests of the State to do so. The Customer shall provide the
<br /> Contractor written notice outlining the particulars of suspension. Examples of the reason for
<br /> suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other
<br /> such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice
<br /> and shall not accept any purchase orders. Within ninety days, or any longer period agreed to by the
<br /> Contractor, the Customer shall either(1) issue a notice authorizing resumption of work, at which time
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