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Miami-Dade County,FL 8W9872-1/20
<br /> 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 of
<br /> performance or completion of, or in any way connected with, the Work, or the County's
<br /> continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its
<br /> own expense, including the payment of reasonable attorney's fees, shall indemnify, and
<br /> hold harmless the County and defend any action brought against the County with respect
<br /> 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 subcontractor 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 patent
<br /> or copyright infringement, service mark, trademark, violation, or proprietary rights claims
<br /> 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 36. 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, or
<br /> the results of such Services, or which the County holds the proprietary rights, constitute
<br /> Confidential Information and may not, without the prior written consent of the County, be
<br /> used by the Contractor or its employees, agents, subcontractors or suppliers for any
<br /> purpose other than for the benefit of the County, unless required by law. In addition to the
<br /> foregoing, all County employee information and County financial information shall be
<br /> considered Confidential Information and shall be subject to all the requirements stated
<br /> herein. Neither the Contractor nor its employees, agents, subcontractors or suppliers may
<br /> sell, transfer, publish, disclose, display, license or otherwise make available to others any
<br /> part of such Confidential Information without the prior written consent of the County.
<br /> Additionally, the Contractor expressly agrees to be bound by and to defend, indemnify and
<br /> hold harmless the County,and their officers and employees from the breach of any federal,
<br /> state or local law in regard to the privacy of individuals.
<br /> b) The Contractor shall advise each of its employees, agents, subcontractors and suppliers
<br /> who may be exposed to such Confidential Information of their obligation to keep such
<br /> information confidential and shall promptly advise the County in writing if it learns of any
<br /> unauthorized use or disclosure of the Confidential Information by any of its employees or
<br /> agents, or subcontractor's or supplier's employees, present or former. In addition, the
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