Statewide Internet Portal Authority (SIPA)

it has or will obtain full power and authority to carry out the provisions of this Article 7 

from all persons and other entities who perform any work under this Contract or any 

subcontract related hereto.  

Article 8: Intellectual Property Indemnification  

A. Contractor shall defend, at its sole expense, any claim(s) or suit(s) brought against 

SIPA alleging that the use by SIPA of any product(s), or any part thereof, supplied by 

Contractor under the Contract constitutes infringement of any patent, copyright, 

trademark, or other proprietary rights, provided that SIPA gives Contractor written notice 

within twenty (20) days of receipt by SIPA of such notice of such claim or suit, provides 

assistance and cooperation to Contractor in connection with such action, and Contractor 

has sole authority to defend or settle the claim. Contractor shall consult SIPA regarding 

such defense and SIPA may, at its discretion and expense, participate in any defense. 

Should SIPA not choose to participate, Contractor shall keep SIPA advised of any 

settlement or defense.  

B. Contractor shall have liability for all such claims or suits, except as expressly 

provided herein, and shall indemnify SIPA for all liability incurred by SIPA as a result 

of such infringement. Contractor shall pay all reasonable out of pocket costs and 

expenses, and damages finally awarded by a court of competent jurisdiction, awarded 

or agreed to by Contractor regarding such claims or suits.  

C. If the product(s), or any part thereof, become the subject of any claim, suit, or 

proceeding for infringement of any patent, trademark, or copyright, or in the event of any 

adjudication that the product(s), or any part thereof, infringes any patent, trademark, or 

copyright, or if the sub license or use of the product(s), or any part thereof, is enjoined, 

Contractor, after consultation with SIPA, shall do one of the following at Contractor's 

expense: (a) produce for SIPA the right under such patent, trademark or copyright to use 

or sub license, as appropriate, the product or such part thereof; or (b) replace the 

product(s), or part thereof, with other suitable products or parts confirming to the original 

license and SIPA specifications; or (c) suitably modify the products, or parts thereof.  

Except as otherwise expressly provided herein, the Contractor shall not be liable for any 

costs or expenses incurred without its prior written authorization.  

D. Contractor shall have no obligation to defend against or to pay any costs, damages or 

attorney's fees with respect to any claim based upon: (a) the use of any altered release if 

Contractor had not consented to the alteration, or (b) the combination, operation or use of 

the product(s) with programs or data which were not furnished by Contractor, if such 

infringement would have been avoided if the programs or data furnished by persons or 

entities other than Contractor had not been combined, operated or used with the 

products(s), or (c) the use of product(s) on or in connection with equipment or software 

not permitted under the Contract if such infringement would have been avoided by not 

using the product(s) on or in connection with such other equipment or software.  

Request for Proposal 10/29/2004 

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