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MIAMI--DADE COUNTY,FLORIDA Contract No. RFQ00008
<br /> secrets, patent rights, other intellectual property rights or any other third.party proprietary
<br /> rights in the performance of the Work.
<br /> b) The Contractor warrants that all Deliverables furnished hereunder, including but not
<br /> limited to: equipment, programs, documentation, software, analyses, applications,
<br /> methods, ways, processes, and the like, do not infringe upon or violate any copyrights, .
<br /> trademarks, 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 any and all claims made against the
<br /> County for infringement of patents, copyrights, service marks, 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 hereunder. 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 County 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 be enjoined, the
<br /> Contractor shall have the obligation to, at the County's option to (i) modify, or require that
<br /> the applicable subconthactor or supplier modify, the alleged infringing item(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).
<br /> e) The Contractor shall be solely responsible for determining and informing the County
<br /> whether a prospective supplier or subcontractor Is 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. The Contractor shall enter into agreements with all suppliers and
<br /> subcontractors at the Contractor's own risk. The County may reject any Deliverable-that
<br /> it believes to be the subject of any such litigation or injunction, or if, in the County's .
<br /> judgment, use thereof would delay the Work or be unlawful.
<br /> ARTICLE 28. CONFIDENTIALITY
<br /> a) All Developed Works and other materials, data, transactions of all forms, financial
<br /> information, documentation, inventions, designs and methods obtained from the County
<br /> in connection with the Services performed under this Agreement, made or developed by
<br /> the Contractor or its subcontractors in the course of the performance of such Services,
<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 considered 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
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<br /> Rev. 5/16/14 - ,_,
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