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This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model <br />Contract for Cloud Services. <br />February 17, 2016. <br />person or entity for which they may be liable ("Indemnified Party"), from and against <br />claims, damages or causes of action including reasonable attorneys' fees and related <br />costs arising out of the claim that the Product or its use, infringes Intellectual Property <br />rights ("Intellectual Property Claim") of another person or entity. <br />(1) The Contractor's obligations under this section shall not extend to: <br />a. Any use of the Services provided hereunder not contemplated in the <br />product documentation. <br />b. Any use of the Services provided hereunder in combination with other <br />products not contemplated hereunder or in the documentation, any use <br />of modification of the Services provided hereunder except as permitted <br />by this Agreement. <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 />and then only to the extent of the prejudice or expenses. If the Contractor promptly and <br />reasonably investigates and defends any Intellectual Property Claim, it shall have <br />control over the defense and settlement of it. However, the Indemnified Party must <br />consent in writing for any money damages or obligations for which it may be <br />responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request <br />and expense, information and assistance necessary for such defense. If the Contractor <br />fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, <br />the Indemnified Party may assume the defense or settlement of it and the Contractor <br />shall be liable for all costs and expenses, including reasonable attorneys' fees and <br />related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property <br />Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of <br />liability in this Master Agreement or in any other document executed in conjunction with <br />this Master Agreement. <br />b. Except as otherwise set forth in the Indemnification Paragraphs above, the limit of <br />liability shall be as follows: <br />i. Contractor's liability for any claim, loss or liability arising out of, or connected <br />with the Services provided, and whether based upon default, or other liability <br />such as breach of contract, warranty, negligence, misrepresentation or <br />otherwise, shall in no case exceed direct damages in: (i) an amount equal to two <br />(2) times the charges specified in the Purchase Order for the Services, or parts <br />thereof forming the basis of the Purchasing Entity's claim, (said amount not to <br />exceed a total of twelve (12) months charges payable under the applicable <br />