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subcontractors and or vendors, of any tier, or any other persons for whom the County
<br />may be legally liable, the defense and indemnity obligation shall be valid and
<br />enforceable only to the extent of the Contractor's negligence or the negligence of the
<br />Contractor's agents, employees, sub-Contractors, subcontractors or vendors, of any
<br />tier, or any other persons for whom the Contractor may be legally liable. This provision
<br />shall be included in any agreement between Contractor and any sub-Contractor,
<br />subcontractor and vendor, of any tier. The Contractor shall also defend, indemnify, and
<br />hold the County and their officers and employees harmless from all claims, demands, or
<br />suits at law or equity arising in whole or in part from the alleged patent or copyright
<br />infringement or other allegedly improper appropriation or use of trade secrets, patents,
<br />proprietary information, know-how, copyright rights or inventions by the Contractor or
<br />the Contractor's agents, employees, sub-Contractors, subcontractors or vendors, of any
<br />tier, or any other persons for whom the Contractor may be legally liable, in performance
<br />of the Work under this agreement or arising out of any use in connection with the
<br />agreement of methods, processes, designs, information or other items furnished or
<br />communicated to the County, their agents, officers and employees pursuant to the
<br />agreement; provided that this indemnity shall not apply to any alleged patent or
<br />copyright infringement or other allegedly improper appropriation or use of trade secrets,
<br />patents, proprietary information, know-how, copyright rights or inventions resulting from
<br />the County, thei'r agents', officers' and employees' failure to comply with specific written
<br />instructions regarding use provided to the County, their agents, officers and employees
<br />by the Contractor, its agents, employees, sub-Contractors, subcontractors or vendors,
<br />of any tier, or any other persons for whom the Contractor may be legally liable.
<br />16. lnsurance:
<br />lnsurance requirements for the Contract are specified in Exhibit "C"
<br />With respect to the performance of this Agreement and as to claims against the County, its
<br />Additional lnsured's, officers, agents and employees, the Contractor expressly waives its
<br />immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act,
<br />for injuries to its employees and agrees that the obligations to indemnify, defend and hold
<br />harmless provided in this agreement extend to any claim brought by or on behalf of any
<br />employee of the Contractor. This waiver is mutually negotiated by the parties to this
<br />Agreement.
<br />17. Venue and Choice of Law:
<br />ln the event that any litigation should arise concerning the construction or interpretation of
<br />any of the terms of this Agreement, the venue of such action of litigation shall be in the
<br />Superior Courl of the State of Washington in and for the County of Kittitas. This Agreement
<br />shall be governed by the law of the State of Washington.
<br />18. Withholdinq Pavment
<br />Professional Services Agreement - JRP INTEGRATED SOLUTIONS, LLC
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