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Lead State, Participating Entities, and Purchasing Entities, along with their officers and <br />employees, from and against third -party claims, damages or causes of action including <br />reasonable attorneys' fees and related costs for any death, injury, or damage to tangible <br />personal property arising from negligent or willful act(s), error(s), or omission(s) of the <br />Contractor, its employees or subcontractors or volunteers, at any tier, relating to the <br />performance under the Master Agreement. <br />b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and <br />hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing <br />business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing <br />Entities, along with their officers and employees ("Indemnified Party"), from and against <br />third -party claims, damages or causes of action including reasonable attorneys' fees <br />and related costs arising out of the claim that the Product or its use, infringes Intellectual <br />Property rights ("Intellectual Property Claim") of another person or entity. <br />(1) The Contractor's obligations under this section shall not extend to any claims <br />arising from the Product itself or the combination of the Product with any other product, <br />system or method, unless the Product, system or method is: <br />(a) provided by the Contractor or the Contractor's subsidiaries or affiliates; <br />(b) specified by the Contractor to work with the Product; or <br />(c) reasonably required, in order to use the Product in its intended <br />manner, and the infringement could not have been avoided by substituting another <br />reasonably available product, system or method capable of performing the same <br />function; or <br />(d) It would be reasonably expected to use the Product in combination <br />with such product, system or method. <br />(2) The Indemnified Party shall notify the Contractor within a reasonable time <br />after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party <br />fails to provide reasonable notice, the Contractor shall not be relieved from its <br />obligations unless the Contractor can demonstrate that it was prejudiced in defending <br />the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. <br />If the Contractor promptly and reasonably investigates and defends any Intellectual <br />Property Claim, it shall have control over the defense and settlement of it. However, the <br />Indemnified Party must consent in writing for any money damages or obligations for <br />which it may be responsible. The Indemnified Party shall furnish, at the Contractor's <br />reasonable request and expense, information and assistance necessary for such <br />defense. If the Contractor fails to vigorously pursue the defense or settlement of the <br />Intellectual Property Claim, the Indemnified Party may assume the defense or <br />settlement of it and the Contractor shall be liable for all costs and expenses, including <br />reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the <br />pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this <br />Attachment A: Page 24 of 31 <br />