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Exclusive Remedy. Section b. provides the sole remedies Indemnified Party, and the exclusive <br />obligations of Verizon and its Affiliates, in connection with any third party claim, action, suit or <br />other demand asserted against Indemnified Party which asserts infringement or <br />misappropriation of such third party's intellectual property rights or is otherwise described in this <br />Section. <br />d. Control of Defense- If the Contractor promptly and reasonably investigates and defends any <br />Intellectual Property Claim, it shall have control over the defense and settlement of it; however, <br />the Indemnified Party must consent in writing for any money damages or obligations for which it <br />may be responsible (and such consent shall not be unreasonably withheld). <br />If the Contractor fails to pursue the defense of the Intellectual Property Claim, the Indemnified <br />Party may assume the defense of it and the Contractor shall be liable for all reasonable costs and <br />expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified <br />Party in the pursuit of the Intellectual Property Claim. <br />The Party controlling such defense shall keep the other party advised of the status of such action, <br />suit, proceeding or claim and the defense thereof and shall consider recommendations made by <br />the other party with respect thereto. <br />Cooperation among the Parties: <br />The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, <br />information and assistance necessary for Contractor's defense of the action or proceeding. <br />The Indemnified Party may, at its option and expense, also retain counsel of its choice to <br />participate in any action or proceeding with respect to such Claim; and Contractor and its legal <br />counsel shall cooperate with the Indemnified Party and its legal counsel in providing such <br />information as the Indemnified Party may reasonably request, in support of its defense. For the <br />avoidance of doubt, however, if Contractor has agreed to defend the Claim, it shall have ultimate <br />control over the defense of such Claim. <br />34. No Waiver of Sovereign Immunity <br />This section applies to a claim brought against the Participating Entities who are states only to <br />the extent Congress has appropriately abrogated the state's sovereign immunity and is not <br />consent by the state to be sued in federal court. In no event shall this Master Agreement, any <br />Participating Addendum or any contract or any Purchase Order issued hereunder, or any act of <br />the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense <br />or immunity, whether sovereign immunity, governmental immunity, immunity based on the <br />Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or <br />from the jurisdiction of any court. <br />Verizes6tiHcf zt A <br />