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DocuSign Envelope ID: 4F49ED83-A0E8-4535-BBB4-F 1419D233380
<br />Agreement # P0307
<br />4. DEO shall decide disputes concerning the performance of the Agreement, and DEO shall
<br />serve written notice of same to Grantee. DEO's decision shall be final and conclusive unless
<br />within 21 calendar days from the date of receipt, Grantee files with DEO a petition for
<br />administrative hearing. DEO's final order on the petition shall be final, subject to any right
<br />of Grantee to judicial review pursuant to chapter 120.68, F.S. Exhaustion of administrative
<br />remedies is an absolute condition precedent to Grantee's ability to pursue any other form of
<br />dispute resolution; provided however, that the Parties may employ the alternative dispute
<br />resolution procedures outlined in chapter 120, F.S..
<br />BB. INDEMNIFICATION
<br />1. If Grantee is a state agency or subdivision, as defined in s. 768.28(2), F.S., pursuant to s.
<br />768.28(19), F.S., neither Party indemnifies nor insures or assumes any liability for the other
<br />Party for the other Party's negligence.
<br />2. Grantee shall be fully liable for the actions of its agents, employees, partners, or
<br />subcontractors and shall fully indemnify, defend, and hold harmless the State and DEO, and
<br />their officers, agents, and employees, from suits, actions, damages, and costs of every name
<br />and description, including attorneys' fees, arising from or relating to personal injury and
<br />damage to real or personal tangible property alleged to be caused in whole or in part by
<br />Grantee, its agents, employees, partners, or subcontractors; provided, however, that
<br />Grantee shall not indemnify, defend, and hold harmless the State and DEO, and their officers,
<br />agents, and employees for that portion of any loss or damages the negligent act or omission
<br />of DEO or the State proximately caused.
<br />3. Further, Grantee shall fully indemnify, defend, and hold harmless the State and DEO from
<br />any suits, actions, damages, and costs of every name and description, including attorneys'
<br />fees, arising from or relating to violation or infringement of a trademark, copyright, patent,
<br />trade secret or intellectual property right; provided, however, that the foregoing obligation
<br />shall not apply to DEO's misuse or modification of Grantee's products or DEO's operation or
<br />use of Grantee's products in a manner not contemplated by this Agreement. If any product
<br />is the subject of an infringement suit, or in Grantee's opinion is likely to become the subject
<br />of such a suit, Grantee may, at Grantee's sole expense, procure for DEO the right to continue
<br />using the product or to modify it to become non -infringing. If Grantee is not reasonably able
<br />to modify or otherwise secure for DEO the right to continue using the product, Grantee shall
<br />remove the product and refund DEO the amounts paid in excess of a reasonable fee, as
<br />determined by DEO in its sole and absolute discretion, for past use. DEO shall not be liable
<br />for any royalties.
<br />4. Grantee's obligations under the two immediately preceding paragraphs above, with respect
<br />to any legal action are contingent upon the State or DEO giving Grantee (1) written notice of
<br />any action or threatened action, (2) the opportunity to take over and settle or defend any
<br />such action at Grantee's sole expense, and (3) assistance in defending the action at Grantee's
<br />sole expense. Grantee shall not be liable for any cost, expense, or compromise incurred or
<br />made by the State or DEO in any legal action without Grantee's prior written consent, which
<br />shall not be unreasonably withheld.
<br />5. The State and DEO may, in addition to other remedies available to them at law or equity and
<br />upon notice to Grantee, retain such monies from amounts due Grantee as may be necessary
<br />to satisfy any claim for damages, penalties, costs and the like asserted by or against them.
<br />Page 17 of 37
<br />Rev. 9/27/18
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