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19. 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 harmless 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.
<br /> Further, the Contractor shall fully indemnify, defend, and hold harmless the State and
<br /> Customers from any suits, actions, damages, and costs of every name and description, including
<br /> attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright,
<br /> patent, trade secret or intellectual property right, provided, however, that the foregoing obligation
<br /> shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's
<br /> operation or use of Contractor's products in a manner not contemplated by the Contract or the
<br /> purchase order. If any product is the subject of an infringement suit, or in the Contractor's
<br /> opinion is likely to become the subject of such a suit, the Contractor may at its sole expense
<br /> procure for the Customer the right to continue using the product or to modify it to become non-
<br /> infringing. If the Contractor is not reasonably able to modify or otherwise secure the Customer
<br /> the right to continue using the product, the Contractor shall remove the product and refund the
<br /> Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not
<br /> be liable for any royalties.
<br /> The Contractor's obligations under the preceding two paragraphs with respect to any legal action
<br /> are contingent upon the State or Customer giving the Contractor (1) written notice of any action
<br /> or 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
<br /> expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or
<br /> made by the State or Customer in any legal action without the Contractor's prior written consent,
<br /> which shall not be unreasonably withheld.
<br /> 20. Limitation of Liability. For,all claims against the Contractor under any contract or purchase
<br /> order, and regardless of the basis on which the claim is made, the Contractor's liability under a
<br /> contract or purchase order for direct damages shall be limited to the greater of $100,000, the
<br /> dollar amount of the contract or purchase order, or two times the charges rendered by the
<br /> Contractor under the purchase order. This limitation shall not apply to claims arising under the
<br /> Indemnity paragraph contain in this agreement.
<br /> Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall
<br /> be liable to another for special, indirect, punitive, or consequential damages, including lost data
<br /> or records (unless the contract or purchase order requires the Contractor to back-up data or
<br /> records), even if the party has been advised that such damages are possible. No party shall be
<br /> liable for lost profits, lost revenue, or lost institutional operating savings. The State and
<br /> Customer may, in addition to other remedies available to them at law or equity and upon notice
<br /> to the Contractor, retain such monies from amounts due Contractor as may be necessary to
<br /> satisfy any claim for damages, penalties, costs and the like asserted by or against them. The
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