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32. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 33. Indemnification a. The Contractor shall defend, indemnify and hold harmless NASPO and NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities ("Indemnified Parties"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs, for any death, injury, or damage to tangible property arising directly from negligent act(s), error(s), or omission(s) or willful misconduct of the Contractor, its employees and agents relating to the performance under the Master Agreement. b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold harmless Indemnified Party, from and against claims, damages or causes of action by third parties, including reasonable attorneys' fees and related costs, finally awarded or agreed upon in settlement by Contractor arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity. Exception. Contractor will not be liable for claims, damages or causes of action by third parties that are directly attributable to the negligent orwillful misconduct of the Lead State, Participating Entities, Purchasing Entities, NASPO and/or their respective employees, officers, and agents. c. Resolution of Claims and/or Termination of Product. With respect to any pending or threatened Intellectual Property Claim, Verizon may in its discretion and at its own expense obtain for Customer the right to continue using the Product, or alternatively replace or modify the Product, so that the replaced or modified Product is non -infringing but materially functionally equivalent. For Category 3 Products, "materially functional equivalent" shall mean the ability for end points and relevant systems in use by Purchasing Entitles at the time of the Intellectual Property Claim to continue to Intemperate and integrate with the Contractor's SaaS. If achievement of the foregoing is not commercially reasonable, Verizon may, in its sole discretion, terminate the affected Product or remove the affected Product, without liability of either party to the other for such termination, except for Customer's obligation to pay all charges for the affected Product incurred up to the time of such termination, and Verizon's obligation to return to Customer any amounts pre -paid for services which were not rendered. Verizef,6 _ 1ni A